EX-99.1 2 ea021915901ex99-1_lixiang.htm NOTICE OF THE ANNUAL GENERAL MEETING AND PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING

第99.1展示文本

立翔教育控股有限公司

華源街 818 號

浙江省麗水市蓮都區 323000

中華人民共和國。

年度股東大會通知

將於舉行 2024年11月 18日

親愛的股東，

特此通告，麗翔教育控股有限公司，一家設於開曼群島的豁免公司（以下簡稱「公司」），將於北京時間2024年11月18日上午10:00在中國浙江省麗水市蓮都區城北街467號召開其年度股東大會（以下簡稱「AGM」）（下稱「通告」）。

在股東大會上，您將被要求考慮並投票支持以下決議：

作爲普通決議:

審計聯盟有限責任合夥公司被任命爲公司截至2023年12月31日結束的財政年度的獨立註冊會計師事務所，並解聘 WWC職業有限公司，或WWC，P.C.，公司以前的獨立註冊會計師事務所，是否應得到批准；並

審計聯盟有限責任合夥公司的審計報告，與公司截至2023年12月31日的綜合資產負債表以及相關的綜合損益表、股東權益變動表和現金流量表一併批准和認可。

作爲特別決議：

公司的第二份備忘錄和章程將通過完全刪除並替換成公司的第三份修訂後的備忘錄和章程（“更改後的M＆A 簡稱“”）格式如通知附件A所示；並

公司的授權股本增加、重新分類和重新指定如下（統稱“股本變動”):

(a)

通過發行19,500,000,000股面值爲每股US$0.0001的普通股，並在各方面與現有股份同等排列，因此在增資後，公司的授權股本將爲2,000,000美元，分爲20,000,000,000股面值爲每股US$0.0001的普通股。

(b)

通過重新指定19,700,000,000股普通股，包括記錄日期前發行和未流通的所有普通股（除了夢想控股有限公司持有的股份）和一定數量的授權但未發行的普通股，作爲每股面值爲0.0001美元的A類普通股。

(c)

通過將包括門祥控股有限公司在股權登記日前持有的普通股以及某些已授權但未發行的普通股重新指定爲每股面值爲0.0001美元的B類普通股，並

(d)

通過將2億已授權但未發行的普通股重新指定爲董事會根據修訂章程確定的類別或類別的股份

根據上述股份變動，公司的授權股本應爲2,000,000美元，分爲（i）19,700,000,000美元面值爲0.0001美元的A類普通股，（ii）100,000,000美元面值爲0.0001美元的B類普通股，和（iii）200,000,000股面值爲0.0001美元的股份，爲董事會根據修正後的公司章程判斷而確定的一種或多種類別的股份，公司的股東登記簿應根據上述股份資本變動而更新，並應根據請求向持有人發放股權證書，特此授權任何一位董事準備、簽署、蓋章並交付任何此類股權證書。

您可以在隨附本通知的代理聲明中找到有關議程的更多信息。我們不知道任何其他要在股東大會之前提出的業務。

公司董事會已確定2024年10月4日（開曼群島時間）爲截止業務的日期，作爲確定股東有權收到通知並出席和投票參加年度股東大會（以下簡稱「股東大會」）或任何該會議的休會或推遲會議的記錄日期。因此，只有在記錄日期的截止業務時在公司成員登記簿中登記的股東有權參加和投票參加股東大會或任何可能進行的休會。公司的成員登記簿將不會關閉。2024年10月4日（紐約時間）截止業務時持有公司美國存托股份（「ADSs」）的持有人若希望行使其所代表的公司普通股的投票權，必須通過公司ADSs的託管人花旗銀行有限公司（Citibank, N.A.）行事，並應相應向花旗銀行有限公司提供投票指示。ADS持有人不得親自出席或投票參加股東大會。

您的投票至關重要。無論您是否計劃出席股東大會，我們希望您儘快投票。

有權出席和投票的股東有權委任代理人代表在股東大會上出席和投票。代理人不一定是公司股東。任何公司股東的代表出席股東大會需出示一封信函/董事會決議，證明有權代表該股東向公司表達意見。

如果您打算參加股東大會，請通知我們您的意向。這將幫助我們進行會議準備。

無論您是否打算親自出席股東大會，強烈建議您按照說明完成並返回委任代理卡。爲有效，委任代理卡必須填寫並存入（連同授權簽字或簽發該授權的其他權力的原件或認證副本）致信麗翔教育控股有限公司葉斯意女士，地址：浙江省麗水市蓮都區城北街467號，郵編323000，中國人民共和國，電話：+86-0578-2267142，儘快交回並在股東大會召開時間或任何延期會議之前的48小時內（無論如何）提交。交回委任代理卡不會妨礙您親自出席股東大會並進行投票，若您有此意願，在此情況下將視爲撤銷代理權。

年度股東大會通知、代理聲明、代理卡以及截至2023年12月31日的公司年度報告20-F表已通過我們的網站提供。www.lixiangeh.com.

	董事會議案

	/s/ 芬葉
	芬葉
	董事會主席

麗翔教育控股有限公司。

代理聲明

總體來說

公司董事會正在邀請股東代表出席將於2024年11月18日上午10:00（北京時間）在中國浙江省麗水市蓮都區城北街467號召開的公司年度股東大會（"AGM"）

股東大會的目的

AGm的目的是尋求股東批准(i)建議覈准審計聯盟有限公司，作爲公司獨立的註冊公共會計事務所，截至2023年12月31日的財政年度，以及解僱 WWC專業有限公司，又名WWC，P.C.，公司以前的獨立註冊公共會計師事務所；公司的前獨立註冊會計師事務所；（ii）審議和批准審計聯盟LLP的報告，審計聯盟LLP是公司獨立註冊會計師事務所，涉及截至2023年12月31日的公司合併資產負債表以及截至2023年12月31日的年度綜合損益表、股東權益變動表和現金流量表；（iii）採納公司的第三次修訂和重述的備忘錄和公司章程（「修訂章程」）；以及（iv）提議將公司的授權股本從50,000美元增加到2,000,000美元，並重新分類和重新指定該股本，劃分爲（i）19,700,000,000股普通A類股，每股面值0.0001美元，（ii）100,000,000股普通B類股，每股面值0.0001美元，以及（iii）200,000,000股（公司董事會可根據修訂章程判斷劃定爲不同類別的類別的）每股面值0.0001美元的股份（統稱爲「提案」）。

股權登記日

我們的董事會已確定2024年10月4日（開曼群島時間）爲截止業務的記錄日期（「記錄日期」），以確定有資格收到通知並出席和投票的股東，股東大會或任何延期或推遲的會議。

因此，在股東會議記錄日期結束時，只有在公司成員登記冊上註冊的股東才有權參加並投票參加年度股東大會或任何可能進行的推遲會議。公司成員登記冊將不會關閉。

持有公司美國存托股份（「ADSs」）的股東，截至2024年10月4日（紐約時間）的閉市時刻（「ADS記錄日期」），有權行使其ADSs所代表股份的投票權，並必須通過公司的存託銀行花旗銀行（Citibank, N.A.）行事，並應相應地向公司的存託銀行花旗銀行（Citibank, N.A.）提供投票指示。

法定出席人數

股東大會所需的法定人數爲一名或更多股東親自出席或通過代理人出席，或者如果是法人或其他非自然人，則由其合法授權的代表出席，他們持有的股份總額佔我們公司所有已發行和流通的普通股總額不少於三分之一有權在股東大會上投票。

需要投票

公司在登記日發行的每一普通股享有一票。提案（i）和（2）需經股東以股東股比簡單多數出席公司股東大會的投票通過，出席公司股東大會並有投票權的股東本人或代理人，或者如爲公司或其他非自然人，則由其合法代表在公司股東大會上作出。提案（3）和（4）須經股東以不少於三分之二的投票表決通過，這些股東有投票權的人在公司股東大會上親自或通過代理投票，或者如爲公司或其他非自然人，則由其合法代表在公司股東大會上投票。

投票結果將在股東大會上公佈，並將刊登在提交給美國證交會（SEC）的6-k表格中的公司報告中。

招募

公司將承擔徵求代理投票的費用。公司的某些董事、高管和普通員工可以通過親自、電話或電子郵件的方式徵求代理投票，而無需額外補償。徵求材料的副本將提供給持有他人名下普通股或ADS的銀行、券商、受託人和託管人，以轉交給那些受益所有者。

普通股股東的投票

當代理適當日期、執行並由普通股持有人返回時，它們所代表的普通股將根據相關股東的指示在股東大會上投票。如果這些持有人沒有提供具體指示，或者在經紀人未投票的情況下，普通股將由此類代理人自行決定。

普通股東棄權將計入出席應表決所需的普通股股數，但不計算爲對或反對提案的投票。任何公司股東代表參加股東大會時，都需要出示授權代表公司股東向公司提供的信函/董事會決議。

根據這個徵求意見書給出的任何代理人，均可在使用之前隨時由授權人撤銷，方式是遞交書面撤銷通知或已執行的人形機器人-軸承代理，或親自出席股東大會並進行投票。書面撤銷通知或具有較晚日期的已執行的人形機器人-軸承代理，必須在股東大會前不遲於48小時交付給公司。

ADS持有人投票

我們已要求花旗銀行作爲ADS的託管機構，在ADS記載日期之前將ADS選票投遞給所有ADS持有人。一旦花旗銀行及時收到ADS持有人填寫完整的ADS選票指示卡，花旗銀行將會努力，在可行的範圍內，根據ADS選票指示卡中的指示投票或導致投票相應的普通股。

如果花旗銀行未在ADS投票說明卡規定的日期之前收到ADS持有人的投票指示，則根據2020年9月30日修訂的存款協議的條款，由公司、花旗銀行和該等ADS發行人時常持有和受益人員共同簽署，將被視爲已指示花旗銀行代表由公司指定的人投票代表這些ADS所代表的普通股份數量，除非會議投票以舉手方式進行，且除非公司通知花旗銀行：(x)不希望給出此類代理投票，(y)對於將在股東大會上進行表決的事項存在實質性反對，或者(z)此類事項將對普通股股東產生重大不利影響。

第一提案 — 獨立核數師任命的批准
及前獨立核數師的解僱

我們的董事會提議批准任命Audit Alliance LLP爲公司截至2023年12月31日的財政年度獨立註冊的會計師事務所，並解除 WWC職業有限公司，或WWC，P.C.，公司以前的獨立註冊的會計師事務所。

我們要求股東批准任命審計聯盟LLP爲我們獨立的註冊會計師事務所，以取代 WWC，P.C.，我們之前的獨立註冊會計師事務所。如果這項任命未經批准，我們的董事會審計委員會將考慮是否適宜選擇另一家註冊會計師事務所。即使該任命得到批准，我們的董事會審計委員會酌情決定，隨時可能選擇另一家註冊會計師事務所，如果確定這樣的變更符合公司和股東的最佳利益。

對於截至2023年12月31日的財政年度任命審計聯盟LLP爲我們的獨立註冊會計師事務所的批准和解僱 WWC，P.C.，公司以前的獨立註冊會計師事務所要求股東大會出席的股東所投票的普通股的簡單多數肯定表決

董事會建議投票審議任命審計聯盟有限法律責任合夥公司爲我們截至2023年12月31日的財政年度獨立註冊會計師，並解聘 WWC，P.C。,公司前任獨立註冊會計師。

提案2 — 批准關於基本報表的彙報

我們要求股東批准並覈准審計聯盟LLP的報告，該公司獨立註冊的上市會計師事務所，涉及截至2023年12月31日的公司合併資產負債表以及截至2023年12月31日的相關合並利潤表和綜合損益表、股東權益變動表和現金流量表。審計聯盟LLP的報告涉及截至2023年12月31日的公司合併資產負債表以及相關合並利潤表和綜合損益表、股東權益變動表和2023年12月31日截止的現金流量表的批准和核準，需要出席股東大會的親自或代理投票的普通股所附的簡單多數票的肯定投票。

董事會建議投票審批和批准審計聯盟LLP的報告，涉及截至2023年12月31日的公司合併資產負債表，以及截至2023年12月31日的相關合並利潤表和全面（損失）/收入表，股東權益變動表和現金流量表。

第三提案 — 修正和重羅《合同和公司章程》

我們正請求股東們批准刪除現有的第二份備忘錄和公司章程（「現行M&A」）並完全替換爲採納修訂後的第三份備忘錄和公司章程（「修訂後的M&A」），其形式如通告所附的附件A中所示，要求股東們以不低於所投票數的三分之二的肯定票數投票，這些投票來自那些有資格親自或通過代理投票的股東，或者如果是公司或其他非自然人，則由其授權的代表，在股東大會上。

董事會建議投票批准完全刪除當前M&A的修訂和重籤，並在其位置上採納修訂後的M&A，表格如附件A所示。

第四項提案 — 增加和重新指定授權股本

我們請求股東批准公司授權股本的增加、重新分類和重新指定如下（統稱“股本變動”):

(a)

(b)

(c)

通過將包括門祥控股有限公司在股權登記日前持有的普通股以及某些已授權但未發行的普通股重新指定爲每股面值爲0.0001美元的B類普通股，並

(d)

通過將2億已授權但未發行的普通股重新指定爲董事會根據修訂章程確定的類別或類別的股份

變更股本的批准需要得到至少有三分之二的股東投票贊成，這些股東必須親自出席或通過代理進行投票，或者如果是法人或其他非自然人，則需由其正式授權代表在股東大會上進行投票。

董事會建議投票股份變動的批准。

年度報告

公司將免費向股東提供截至2023年12月31日年度報告20-F表格的實物副本，請求應通過電子郵件直接發送至公司的IR部門irlxeh@lsmxyj.com。

其他問題

董事會不知道除了在本代理聲明中描述的提議之外，將有其他業務提交至股東大會。但是，如果有任何其他事項應適當提交至股東大會，則擬投票表格中所列人士的意圖是根據董事會的建議投票所代表的股份。

	董事會議案

	/s/ 芬葉
	芬葉
	董事會主席

附錄 A

公司法(2020年修訂)ACT (根據修訂)

股份有限公司

第二次修訂的公司章程

第三次修訂和重申

優客工場國際有限公司章程

立翔教育控股有限公司

麗翔教育控股有限公司

（已通過特別決議，在[ ]通過）

公司名稱是理想教育控股有限公司。麗翔教育控股有限公司.

公司註冊辦公室將設在開曼群島大開曼島基馬尼港博凱大廈4樓，南教堂街103號，郵政信箱10240號，郵政編碼KY1-1002，或者由董事會不時判斷的其他開曼群島內地點。

公司的設立目的是無限制的，公司應當有充分的權力和權威來執行任何不被開曼群島公司法或其他法律禁止的目的。

公司應具備並能夠行使所有的職能，就像具有完全能力的自然人一樣，不管是否涉及公司利益，正如《公司法》所規定的。

公司將不會與開曼群島的任何個人、公司或企業進行交易，除非是爲了在開曼群島之外開展公司業務；提供，本條款中的任何內容都不得被解釋爲阻止公司在開曼群島達成和完成合同，並在開曼群島行使一切必要的權力以開展公司在開曼群島之外的業務。

每位股東的責任僅限於該股東持有股份未支付的金額，如果有的話。

公司的授權股本爲2,000,000美元，分爲20,000,000,000股，每股面值爲0.0001美元，包括（i）每股面值爲0.0001美元的19,700,000,000股A類普通股，（ii）每股面值爲0.0001美元的100,000,000股B類普通股，以及（iii）每股面值爲0.0001美元的200,000,000股某一類或幾類（無論如何命名），由董事會根據公司章程確定。

根據公司法和章程，公司有權贖回或購買其任何股票，並增加或減少其授權股本，並對上述股票或其中任何股票進行細分或合併，併發行其全部或任何部分資本，無論是原始的、已贖回的、增加的或減少的，是否帶有任何優先權、優先權、特權或其他權利，或須延後權利或須受任何條件或限制，除非發行條件另有明確規定，否則每次發行的股票，無論被標明爲普通股、優先股或其他股，均應受到公司前述權利的限制。

公司有權利根據開曼群島公司法註銷，並以續存的方式在其他某些司法轄區註冊。

本公司章程未定義的大寫字母詞語，含義同本公司章程中所列相關附則所載之含義。

A-1

公司法(2020年修訂)ACT (根據修訂)

股份有限公司

第二次修訂的公司章程

第三次修訂和重申

章程

立翔教育控股有限公司

麗翔教育控股有限公司

（已通過特別決議，在[ ]通過）

A表

《公司法》第一附表中包含或納入的規定不適用於本公司，以下條款構成公司章程。

解釋

在這些文章中，以下定義的術語將具有其所指定的含義，如果不與主題或上下文相矛盾：

「ADS」指代代表A類普通股的美國存托股份；		代表普通股的美國存托股份;

「附屬機構」		對於個人而言，「他人」指直接或間接通過一個或多箇中間人控制、受其控制或與其共同受其控制的任何其他個人，（i）對於自然人，不受限制地包括該人配偶、父母、子女、兄弟姐妹、岳母、公公、姐夫、妹夫、任何上述人員的受益信託，以及任何上述人員共同完全擁有或合資擁有的公司、合夥企業或任何其他實體，並且（ii）對於實體，包括一個合夥企業、公司或任何其他實體或者直接或通過一個或多箇中間人間接地受其控制、共同受其控制或控制該實體的任何自然人。「控制」一詞應指直接或間接擁有擁有公司、合夥企業或其他實體表決權佔超過百分之五十（50%）的股份，或者擁有控制該公司、合夥企業或其他實體管理權或選舉董事會成員多數的權力或等同於該公司、合夥企業或其他實體的董事會或其他決策機構的多數成員選舉權的權力;

「黑色暴雨警告」是指根據《解釋條例》（香港法例第1章）所給予的含義；		「NIO Inc.」指蔚來公司；

董事會或董事		即公司現任董事或相關情況下聚集在一起作爲董事會或其委員會的董事;

「主席」		即董事會主席;

A-2

「類別」或「類別」		即公司從時間到時間發行的任何類別的股票;

「A類普通股」		代表公司資本中面值爲US$0.0001的普通股，被指定爲A類普通股，並具有這些章程規定的權利;

「B類普通股份」		代表公司資本中面值爲US$0.0001的普通股，被指定爲B類普通股，並具有這些章程規定的權利;

「委員會」		指美國證券交易委員會或任何其他現行行使《證券法》的聯邦機構;

「公司」		代表着麗翔教育控股有限公司。麗翔教育控股有限公司，一家開曼群島免稅公司；

「公司法」		代表開曼群島的《公司法》及其中的任何法定修訂或重新頒佈;

「公司網站」		指公司的主要企業/投資者關係網站，其地址或域名已在公司提交的股份存託憑證首次公開發行有關的註冊聲明中披露，或已另行通知股東；

「指定證券交易所」		指列明任何股票和ADS進行交易的美國證券交易所；

「指定證券交易所規則」		指由於相應股份或股份存託憑證在指定證券交易所上市，適用的相關規程、規則及法規，如有修改，以時任爲準；

「電子的」		在《電子交易法》中賦予的含義及任何修訂或目前有效的重新頒佈，幷包括隨附的每一項其他法律或替代法律；

「電子通信」		指發佈到公司網站，並通過董事會投票獲得不低於三分之二的同意後，傳輸到任何電話號碼、地址或互聯網網站或其他電子傳遞方式所確定和批准的方式；

「電子交易法」		指開曼群島《電子交易法（修訂）》及任何法定修正案或重製版；

「電子記錄」		在《電子交易法》中賦予的含義，以及當前生效的任何修正案或重製版以及包括的所有其他相關法律；

指不時修訂的公司章程；		「報紙」

「普通決議」		指：

(a)

由這些股東投出的簡單多數選票通過，在公司根據這些章程召開的股東大會上，這些股東有資格親自投票的，親自投票，或者允許使用代理人投票的情況下，通過代理人投票，或者在公司法人的情況下，由其合法授權代表在依照這些章程召開的公司股東大會上。

(b)

經公司股東大會上有投票權的所有股東書面同意，可以用一份或多份文件簽署，每份文件需由一個或多個股東簽字，被通過的決議生效日期應爲執行該文件或最後一份文件（若有多份文件）的日期。

A-3

「普通股」		指A類普通股或B類普通股；

「已實繳」		指在股份發行方面已按面值已實際繳納的股份，幷包括視爲已實繳的股份；

「人」		指任何自然人、公司、合資企業、合夥企業、股份公司、協會或其他實體（無論是否具有獨立的法律人格）或根據上下文需要可以是它們的任何一個；

「登記」		指根據《公司法》維護的公司成員登記冊;

「註冊辦公地址」;		指根據《公司法》所要求的公司註冊辦公地址;

「印章」;		指公司的公章(如有采用)，包括其任何備用印章;

「秘書」;		指董事任命的任何人員執行公司秘書的任何職務;

「證券法」		《1933年美國證券法》(經修訂)或任何類似的聯邦法規，以及該法規下的所有規定，均在同一時期有效;

「股份」;		指公司資本中的一份股份，包括普通股。在本文件中對「股份」的任何提及應被視爲上下文所需的任何或所有類別的股份。爲避免疑問，在本章程中，「股份」一詞應包括股份的一部分；

「股東」或「成員」;		是指在註冊登記簿中登記爲一股份或多股份的持有人;

「股本溢價帳戶」;		指根據這些章程和《公司法》設立的股本溢價帳戶;

「簽署」		指機械方式簽名或簽署方的電子符號或過程，附着於電子通信並由人員簽署或採用意圖簽署該電子通信；

「特別決議」		指按照《公司法》通過的公司特別決議，包括：

	(a)	通過不少於所有持有資格並親自投票或代理投票的股東所投的三分之二以上的選票通過，在公司的股東大會上，已經發出通知並明確提出將提議該決議作爲特別決議；或

	(b)	在公司股東大會上，由所有有權投票的股東書面批准，每份由一個或多個股東簽署的一份或多份文件，並且已通過採納特別決議的日期應爲執行該文件或者如果有多份文件，則爲最後一份文件簽署的日期；

「公司股份庫藏股」		美元或美分（或美元）及美分是指美國的美元和美分；

「美國」		指美利堅合衆國、其領土、屬地和其管轄範圍內的所有地區。

A-4

在這些文章中，除非上下文要求不同：

(a)

涉及單數的詞彙應包括複數形式，反之亦然；

(b)

僅描寫陽性性別的詞語應包括陰性性別和任何與上下文相關的人員;

(c)

「可能」應被解釋爲許可性的，而「應該」應被解釋爲命令性的；

(d)

提及「美元」或「美元」和「分」是指美國的美元和美分;

(e)

對法令規定的參照應包括任何當前有效的修訂或再頒佈的參照；

(f)

所指主任作出的任何決定應理解爲主任獨立並全權決定，並應適用於普遍情況或任何特定情況；

(g)

對「書面」一詞的解釋應爲採用可表述爲任何形式的書面方式，包括任何形式的印刷、平版印刷、電子郵件、傳真、攝影或電報，或採用任何其他替代或存儲或傳輸格式的方式代表書面，包括電子記錄或部分電子記錄。

(h)

有關交貨的所有規定，都包括以電子記錄或電子通信的形式進行交貨;

(i)

有關執行或簽署章程的任何要求，包括章程本身的執行，均可滿足電子簽名的形式，如《電子交易法》所定義；和

(j)

《電子交易條例》的第8和第19(3)條不適用。

根據前兩條款的規定，如果不與主題或背景不一致，在《公司法》中定義的詞語，在這些條款中應具有相同的含義。

PRELIMINARY

The business of the Company may be conducted as the Directors see fit.

The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.

A-5

SHARES

Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the Company to:

(a)

issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;

(b)

grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and

(c)

grant options with respect to Shares and issue warrants or similar instruments with respect thereto.

The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue from time to time, out of the authorised share capital of the Company, preferred shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:

(a)

the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;

(b)

whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;

(c)

the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;

(d)

whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;

(e)

whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;

(f)

whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g)

whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

A-6

(h)

the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;

(i)

the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and

(j)

any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

10.

The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.

11.

The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

12.

Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to two hundred (200) votes on all matters subject to vote at general meetings of the Company.

13.

Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.

14.

Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the Company of the written notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such notice), or (ii) in the case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event specified in Article 15 which triggers such automatic conversion, and the Company shall make entries in the Register to record the conversion of the relevant Class B Ordinary Shares as Class A Ordinary Shares at the relevant time.

15.

Any number of Class B Ordinary Shares held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon the occurrence of any of the following:

(a)

any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person that is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another holder;

A-7

for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (a) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another holder, holding directly or indirectly 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; or

(b)

any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person that is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such holder;

for the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on the issued and outstanding voting securities or the assets of a holder of Class B Ordinary Shares that is an entity to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition under this clause (b) unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in a third party, which is neither an Affiliate of such holder nor another holder of Class B Ordinary Shares or an Affiliate of such another holder, holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related issued and outstanding voting securities or the assets.

16.

Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

17.

Save and except for voting rights and conversion rights as set out in Articles 12 to 16 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

MODIFICATION OF RIGHTS

18.

如果公司的資本在任何時候分爲不同的類別，則所有或任何附屬於此類別的權利都可以在獲得該類別已發行股份持有人三分之二書面同意或經該類別股份持有人單獨會議通過的特別決議的情況下進行變更，或在任何時候附屬於該類別的權利或限制情況下進行變更。對於每次這樣的單獨會議，公司章程相關的所有關於公司股東大會或會議程序的規定都將適用，除非有必要的法定人數，持有或代表至少該類別已發行股份名義或票面價值總額三分之一的股東出席或以代理人的身份出席（但如果在此類持有人的任何延期會議中，以上定義的法定人數未到場，則出席的股東將組成法定人數），並且在進行表決時，根據該類別已持有股份，每個該類別股東都有一票的表決權。對於本條款的目的，董事可以將所有類別或任何兩個或多個類別視爲一類，如果他們認爲所有這些類別將受到考慮中提案的相同影響，則在任何其他情況下，應將它們視爲單獨類別。

19.

發行具有優先權或其他權利的任何類別的股票，除非該類股票的發行條款另有規定，否則不得視爲變更持有人的權利。通過創建或發行與該類股票同等或後續排列的股票，或者公司贖回或購買任何類別的股票，均不得視爲變更該類股票持有人的權利。不得通過創建或發行具有優先權或其他權利的股票，包括但不限於創建具有增強或加權投票權的股票，而視爲變更股東的權利。

A-8

登記爲會員的人士，經書面申請，不需繳費，可以在轉讓股票的兩個日曆月內（或根據發行條件規定的其他期間）要求以董事會決定的表格爲依據的證書。所有的證書都應指明該人所持有的股票或股票；但股份由多人共同持有時，公司不需要發行超過一個證明文件，對於多個共同持有人，向其中任一持有人發放證明文件即可。所有股份的證明書均應以銀行匯票或其他合適的付款方式支付。對於在香港證券交易所上市的股票，每張股票證書均應明顯注有「按持權重控制的公司」或如港交所不時指定的語言，並指定其中所發行的股票數量和類別以及已支付的金額或全額支付的事實，並且在董事會規定的情況下可能採取其他形式。

20.

每個在註冊冊上登記爲成員的人，可以在分配或轉讓後的兩個月內（或發行條件規定的其他期限內），以書面請求的方式免費要求董事會確定的形式的證書。所有證書均應指明該人持有的股份，但對於由幾個人共同持有的股份，公司不必開具多於一張證書，並向幾個共同持有人之一交付一張股份證書即視爲對所有持有人交付。所有股份證書均應親自交付或通過郵寄寄送至成員的註冊地址。

21.

公司的每張股票證書應載有適用法律規定的標語，包括證券法。

22.

任何一名成員持有的同一類股份的兩張或更多證書，如成員請求，可以予以註銷，並支付（如果董事會要求）一美元（US$1.00）或董事會判斷的更小金額，以換髮代替的股份新證書。

23.

如果一張股票證書損壞或塗寫或據稱丟失、被盜或被毀，相同股份的新證書可根據相關成員的要求發給其，但前提是要歸還舊證書或（如據稱丟失、被盜或被毀）符合董事會認爲合適的證據和賠償條件，並支付公司與請求有關的實際支出費用。

24.

如果股份由多人聯合持有，任何請求可由任何一名聯合持有人提出，若已提出，則對所有聯合持有人具有約束力。

碎股

25.

董事會可以發行一股股份的一部分，如果發行了這樣的部分，股份的一部分應當受到相應部分的負債（無論是標明價值還是面值、溢價、出資、要求或其他），限制、優先權、特權、資格、限制、權利（包括但不限於投票和參與權利）和其他屬於一整個股份的屬性。如果同一類別的股份的不止一個部分被髮行給或被同一股東收購，這些部分應當累積。

留置權

26.

公司對每一股（無論是否已完全支付）第一和至高無上的留置權，用以擔保所有數額（無論是否當前應付）定期支付或應付的股份。公司還對每一股登記在欠公司款項或負債的人名下（無論他是否是股份的唯一註冊持有人或兩個或兩個以上聯合持有人之一）第一和至高無上的留置權，以擔保他或他的遺產欠公司的所有數額（無論是否當前應付）。董事會有權隨時宣佈一股股份對本條款的規定全部或部分免除。公司對一股的留置權延伸至應付的任何數額，包括但不限於分紅。

27.

公司可能以董事會全權自定的方式出售任何股份，但在有抵押的股份上進行賣出前，僅當抵押存在的金額目前應付清，且在發出書面要求支付抵按金額的通知給該股份的時任持有人，或根據他的死亡或破產權利人的情況時，需等到十四個日曆日後方可出售。

A-9

28.

For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

29.

The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

30.

Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

31.

The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

32.

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

33.

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

34.

The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

35.

The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

36.

If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

37.

The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

A-10

38.

If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

39.

A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

40.

A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

41.

A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

42.

The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

43.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

44.

The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

45.

(a)

The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.

(b)

The Directors may also decline to register any transfer of any Share unless:

(i)

the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii)

the instrument of transfer is in respect of only one Class of Shares;

(iii)

the instrument of transfer is properly stamped, if required;

(iv)

in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and

(v)

a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

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46.

The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any calendar year.

47.

All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within two calendar months after the date on which the instrument of transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.

TRANSMISSION OF SHARES

48.

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.

49.

Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

50.

A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

REGISTRATION OF EMPOWERING INSTRUMENTS

51.

The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

52.

The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

53.

The Company may by Ordinary Resolution:

(a)

increase its share capital by new Shares of such amount as it thinks expedient;

(b)

consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(c)

subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum of Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(d)

cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

54.

The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

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REDEMPTION, PURCHASE AND SURRENDER OF SHARES

55.	Subject to the provisions of the Companies Act and these Articles, the Company may:

(a)

issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Special Resolution;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Shareholders by Ordinary Resolution, or are otherwise authorised by these Articles; and

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital.

56.

The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

57.

The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

58.

The Directors may accept the surrender for no consideration of any fully paid Share.

TREASURY SHARES

59.

The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

60.

The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

GENERAL MEETINGS

61.

All general meetings other than annual general meetings shall be called extraordinary general meetings.

62.

(a)

The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.

(b)

At these meetings the report of the Directors (if any) shall be presented.

63.

(a)

The Chairman or the Directors (acting by a resolution of the Board) may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(b)

A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.

A-13

(c)

The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(d)

If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one calendar days.

(e)

A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

64.

At least ten (10) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a)

in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and

(b)

in the case of an extraordinary general meeting, by holders of two-thirds (2/3rd ) of the Shareholders having a right to attend and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy.

65.

The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

66.

No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders who together hold Shares which carry in aggregate not less than one-third (1/3rd) of all issued and outstanding Shares that carry the right to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum for all purposes.

67.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

68.

If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

69.

The Chairman, if any, shall preside as chairman at every general meeting of the Company.

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70.

If there is no such Chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

71.

The chairman of any general meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) 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 left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

72.

The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

73.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

74.

If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

75.

All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

76.

A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

77.

Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one vote for each Class A Ordinary Share and two hundred votes for each Class B Ordinary Share of which he is the holder.

78.

In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

79.

Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.

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80.

No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.

81.

On a poll votes may be given either personally or by proxy.

82.

Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

83.

An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

84.

The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a)

not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)

in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c)

where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

85.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

86.

A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

87.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

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DEPOSITARY AND CLEARING HOUSES

88.

If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation, including the right to vote individually on a show of hands.

DIRECTORS

89.

(a)

Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.

(b)

The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairman of the meeting.

(c)

The Company may by Ordinary Resolution appoint any person to be a Director.

(d)

The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board.

(e)

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.

(f)

A Director may be removed from office by Ordinary Resolution, 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).

(g)

A vacancy on the Board created by the removal of a Director under the previous clause may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for his removal.

90.

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

91.

A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.

92.

The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.

93.

The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

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ALTERNATE DIRECTOR OR PROXY

94.

Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

95.

Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

96.

Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

97.

Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

98.

The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

99.

The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

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100.

The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

101.

The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

102.

The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.

103.

The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

104.

Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

105.

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

106.

The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

107.

The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.

108.

Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

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DISQUALIFICATION OF DIRECTORS

109.

The office of Director shall be vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

dies or is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or

(e)

is removed from office pursuant to any other provision of these Articles.

PROCEEDINGS OF DIRECTORS

110.

The Directors may meet together (either within or outside of the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

111.

A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

112.

The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

113.

A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. A Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

114.

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

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115.

Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

116.

The Directors shall cause minutes to be made for the purpose of recording:

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

117.

When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

118.

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), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

119.

The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

120.

Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

121.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

122.

All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

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PRESUMPTION OF ASSENT

123.

A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

124.

Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

125.

Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

126.

The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.

127.

Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

128.

The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.

129.

Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.

130.

If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.

131.

No dividend shall bear interest against the Company.

132.

Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.

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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

133.

The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

134.

The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

135.

The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

136.

The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.

137.

The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

138.

Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

139.

The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

140.

The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

141.

Subject to the Companies Act, the Directors may:

(a)

resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;

(b)

appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i)

paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii)

paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)

make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

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(d)

authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i)

the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii)

the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e)

generally do all acts and things required to give effect to the resolution.

142.

Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:

(a)

employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members;

(b)

any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or

(c)

any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members.

SHARE PREMIUM ACCOUNT

143.

The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

144.

There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.

NOTICES

145.

Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

146.

Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier service.

147.

Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

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148.

Any notice or other document, if served by:

(a)

post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;

(b)

facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

(c)

recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or

(d)

electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

149.

Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

150.

Notice of every general meeting of the Company shall be given to:

(a)

all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

(b)

every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

151.

Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

152.

Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

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INDEMNITY

153.

Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, 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.

154.

No Indemnified Person shall be liable:

(a)

for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b)

for any loss on account of defect of title to any property of the Company; or

(c)

on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d)

for any loss incurred through any bank, broker or other similar Person; or

(e)

for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

(f)

for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

155.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.

NON-RECOGNITION OF TRUSTS

156.

No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

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WINDING UP

157.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

158.

如果公司被清算，而可供分配給成員的資產不足以償還全部股本，則應按照成員持有的股份的面值比例，儘可能分配這些資產，以幾乎等於成員所承擔的損失。如果在清算中可供分配給成員的資產超過了清算開始時的全部股本，剩餘部分將按照成員在清算開始時持有的股份的面值比例分配給成員，但必須從這些股份中扣除到期應付的所有未支付的股款或其他款項。本條款不影響根據特殊條款和條件發行的股票持有人的權利。

章程修正案

159.

根據《公司法》，公司可以隨時通過特別決議對這些條款進行全部或部分修改或修訂。

註冊關閉或確定記錄日期

160.

爲了確定哪些股東有權收到、出席或投票參加股東大會或其任何延期會議的通知，或者有權收取任何股息的股東，或者爲了確定某人是否爲股東而進行任何其他目的，董事會可以規定登記簿在任何情況下不超過每年三十個日曆日的一段指定時間內暫停轉讓。

161.

董事可以預先確定一個日期作爲記錄日期，用於確定有權收到通知、出席或投票參加股東會議的股東，並且用於確定有權收到任何股息支付的股東，在宣佈此類股息日期之前的九十個自然日內或在宣佈此類股息的日期之日開始，董事可以確定一個後續日期作爲此類認定的記錄日期。

162.

如果註冊不是那麼封閉，也沒有爲確定哪些股東有資格收到、參加或投票表決股東會，或者有資格收到紅利支付的股東的確定日期，那麼發佈會議通知的日期或者董事會通過決議宣佈派發紅利的日期，視情況而定，將是作爲這些股東確定的記錄日期。當按照本章規定作出有資格收到、參加或投票表決股東會通知的股東人數的確定後，該確定將適用於任何會議的順延。

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續期註冊

163.

公司可以通過特別決議決定在開曼群島以外的轄區或目前註冊、註冊或存在的其他轄區以連續的方式進行註冊。爲推動根據本條款所採取的決議，董事會可以要求向公司註冊機構提交申請，以在開曼群島或目前註冊、註冊或存在的其他轄區內註銷公司，並可以採取所有他們認爲適當的進一步措施以通過連續的方式進行轉移。

揭露

164.

董事，或任何服務提供商（包括公司的官員，秘書和註冊辦公室提供商）在董事特別授權的情況下，有權向任何監管或司法機構披露關於公司事務的任何信息，包括但不限於公司的登記冊和賬簿中包含的信息。

爭議解決

165.

爲避免疑問，並且不限制開曼法院審理、解決和/或判斷與公司相關爭議的管轄權，開曼群島法院應爲(i) 代表公司提出的任何衍生訴訟或訴訟，(ii) 主張公司董事、高級職員或其他僱員對公司或會員應盡的受託責任的任何訴訟，(iii) 主張根據《公司法》或本章程的任何規定產生的任何索賠的任何訴訟，包括但不限於根據任何購買或收購股份、提供的證券或擔保以作爲對價，或(v) 主張針對公司的任何索賠的任何訴訟，如果在美國提起將被視爲依據美國不時承認的內部事務教義（如該概念）。

166.

除非公司書面同意選擇另一個論壇，否則美利堅合衆國的聯邦地方法院將是美利堅合衆國境內解決任何根據修訂後的1933年證券法所產生的訴訟的專屬論壇。該論壇選擇條款不適用於根據1934年證券交易法提出的索賠，該類索賠受美國聯邦地方法院的專屬管轄，也不要求投資者放棄美國聯邦證券法的要求。購買或以其他方式獲取公司股票或其他證券的任何個人或實體應被視爲已經了解並不可撤銷地同意並同意本條款的規定。

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