Form 8-K

8-K — OFA Group

Accession: 0001493152-26-046519

Filed: 2026-10-09

Period: 2026-10-05

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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8-K

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0002036307

2026-10-05

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 5, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

98-1824417

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

609 Deep Valley Drive, Suite 200 Rolling Hills, CA

92074

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 418-5160

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Shares, $0.001 par value per share

OFAL

The

Nasdaq Capital Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.07 Submission of Matters to a Vote of Security Holders

October 5, 2026, OFA Group (the “Company”) held an annual meeting of shareholders (the “Meeting”). As of September

17, 2026, the record date of the Meeting, there were 6,453,481 Class A ordinary shares of the Company issued and outstanding, each entitling

its holder to one vote, and 20,000,000 Class B ordinary shares of the Company issued and outstanding, each entitling its holder to 25

votes. At the Meeting, the Company’s shareholders approved the following nine proposals:

approve, as ordinary resolutions, the re-election of each of Larry Wong, Keith Chong, John Chiang, Andrew Scott, Erwin Baquiran Pineda,

and Yan Xu to serve as a director on the Company’s board of directors (the “Board”) for a term that expires at

the next annual general meeting of the Company (being the 2027 annual meeting of shareholders).

Nominee

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Larry

Wong

501,075,333

13,697

10,325

N/A

Keith

Chong

501,075,333

13,697

10,325

N/A

John

Chiang

501,075,233

13,797

10,325

N/A

Andrew

Scott

501,075,363

13,647

10,345

N/A

Yan

501,075,333

13,697

10,325

N/A

Erwin

Baquiran Pineda

501,075,233

13,697

10,425

N/A

approve and ratify, as an ordinary resolution, the appointment of M&K CPAS, PLLC as the Company’s independent registered

public accounting firm for the fiscal year ending March 31, 2027.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,084,089

11,586

3,680

N/A

approve and ratify, as a special resolution, the form of Third Amended and Restated Memorandum and Articles of Association filed

with the Registrar of Companies of the Cayman Islands as the memorandum and articles of association of the Company in connection

with the 10-for-1 consolidation of the Company’s Class A ordinary shares approved by the Company’s shareholders at the

extraordinary general meeting held on May 21, 2026.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,071,204

28,051

100

n/a

approve, as an ordinary resolution, a proposal to immediately effect a share consolidation of all of the Company’s authorized

but undesignated and unissued shares of a par value of US$0.001 each, of such class or classes (however designated) as the board

of directors may determine in accordance with Article 2 of the Articles of Association of the Company at a ratio of 10-for-1 (the

“Undesignated Shares Consolidation”).

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,071,038

26,717

1,600

N/A

approve, as an ordinary resolution, subject to and immediately following the Undesignated Share Consolidation being effected, a proposal

authorizing an increase of the authorized share capital of the Company (the “Authorized Share Capital Increase”).

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,061,273

36,482

1,600

N/A

approve, as a special resolution, subject to and immediately following the Authorized Share Capital Increase being effected, the

adoption by the Company of amended and restated memorandum and articles of association (the “Fourth M&AA”) to reflect

the Undesignated Share Consolidation and the Authorized Share Capital Increase.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,061,271

36,484

1,600

N/A

approve, as an ordinary resolution, subject to the approval of the Undesignated Share Consolidation and the Authorized Share Capital,

a proposal to allow the Board to effect one or more share consolidations of the Company’s authorized, issued and outstanding

Class A ordinary shares of a par value of US$0.01 each, and the Company’s authorized but undesignated and unissued shares of

a par value of US$0.01 each, at any one time or multiple times during the period between the date of the Annual Meeting and the date

of the Company’s next annual general meeting, at the exact consolidation ratio and effective time as the Board may determine

in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share

Consolidations”, and each a “Share Consolidation”) shall not be less than 2-for-1 nor greater than 25-for-1, and

to authorize the Board to implement each Share Consolidation at its discretion.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,061,271

36,484

1,600

N/A

approve, as a special resolution, the adoption of amended and restated memorandum and articles of association to reflect the Share

Consolidation(s).

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,061,271

36,484

1,600

N/A

approve, as an ordinary resolution, that in accordance with Nasdaq Listing Rule 5635(d), the issuance of Class A ordinary shares

pursuant to the purchase agreement, dated July 14, 2025, (the “ELOC Purchase Agreement”) with Atsion Opportunity Fund

LLC – Series 1 (“Atsion”), which provides that, upon the terms and subject to the conditions and limitations set

forth therein, the Company has the right, but not the obligation, to sell to Atsion up to $100,000,000 of its Class A ordinary shares

from time to time over the 36-month term of the ELOC Purchase Agreement.

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

501,062,966

34,789

1,600

N/A

Following

the approval of Proposal 6, the Fourth M&AA became effective on the date of the Meeting. A copy of the Fourth M&AA to be filed

with the Registrar of Companies in the Cayman Islands is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

3.1

Fourth Amended and Restated Memorandum and Articles of Association

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

October 9, 2026

OFA

Group

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Companies

Act (Revised)

Company

Limited by Shares

fourth

amended and restated

memorandum

of association

OFA

Group

(Adopted

by special resolution passed on 5 October 2026 and effective from 5 October 2026)

Companies

Act (Revised)

Company

Limited by Shares

Fourth

Amended and Restated

Memorandum

of Association

OFA

Group

(Adopted

by special resolution passed on 5 October 2026 and effective from 5 October 2026)

1 The

name of the Company is OFA Group.

2 The

Company’s registered office will be situated at the office of Ogier Global (Cayman)

Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other

place in the Cayman Islands as the directors may at any time decide.

3 The

Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act

(Revised), the Company has full power and authority to carry out any object not prohibited

by any law of the Cayman Islands.

4 The

Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided

by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising

all the functions of a natural person of full capacity irrespective of any question of corporate

benefit.

5 Nothing

in any of the preceding paragraphs permits the Company to carry on any of the following businesses

without being duly licensed, namely:

(a) the

business of a bank or trust company without being licensed in that behalf under the Banks

and Trust Companies Act (Revised); or

(b) insurance

business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent

or broker without being licensed in that behalf under the Insurance Act (Revised);or

business of company management without being licensed in that behalf under the Companies

Management Act (Revised).

6 Unless

licensed to do so, the Company will not trade in the Cayman Islands with any person, firm

or corporation except in furtherance of its business carried on outside the Cayman Islands.

Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise

in the Cayman Islands any of its powers necessary for the carrying on of its business outside

the Cayman Islands.

7 The

Company is a company limited by shares and accordingly the liability of each member is limited

to the amount (if any) unpaid on that member’s shares.

8 The

authorised share capital of the Company is US$22,520,000 divided into:

(a) 250,000,000

Class A Ordinary Shares of a par value of US$0.01 each,

(b) 20,000,000

Class B Ordinary Shares of a par value of US$0.001 each, and

undesignated shares of a par value of US$0.01 each, of such class or classes (however designated)

as the board of directors may determine in accordance with Article 2 of the Articles of Association

of the Company.

Subject

to the Companies Act and the Articles, the board of directors shall have power to redeem or purchase any of the Company’s Shares

and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all

or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege

or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions

of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject

to the powers on the part of the board of directors hereinbefore provided.

9 The

Company has power to register by way of continuation as a body corporate limited by shares

under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the

Cayman Islands.

Companies

Act (Revised)

Company

Limited By Shares

fourth

amended and restated

articles of association

OFA

Group

(Adopted

by special resolution passed on 5 October 2026 and effective from 5 October 2026)

Contents

Definitions, interpretation and exclusion of Table A

Definitions

Interpretation

Exclusion

of Table A Articles

Power

to issue Shares and options, with or without special rights

Power

to issue fractions of a Share

Power

to pay commissions and brokerage fees

Trusts

not recognised

Security

interests

Rights

of Shares

Power

to vary class rights

Effect

of new Share issue on existing class rights

bearer Shares or warrants

Treasury

Rights

attaching to Treasury Shares and related matters

of Members

Annual

Return

Share certificates

Issue

of share certificates

Renewal

of lost or damaged share certificates

Lien on Shares

Nature

and scope of lien

Company

may sell Shares to satisfy lien

Authority

to execute instrument of transfer

Consequences

of sale of Shares to satisfy lien

Application

of proceeds of sale

Calls on Shares and forfeiture

Power

to make calls and effect of calls

Time

when call made

Liability

of joint holders

Interest

on unpaid calls

Deemed

calls

Power

to accept early payment

Power

to make different arrangements at time of issue of Shares

Notice

of default

Forfeiture

or surrender of Shares

Disposal

of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect

of forfeiture or surrender on former Member

Evidence

of forfeiture or surrender

Sale

of forfeited or surrendered Shares

Transfer of Shares

Form

of Transfer

Power

to refuse registration for Shares not listed on a Designated Stock Exchange

Suspension

of transfers

Company

may retain instrument of transfer

Notice

of refusal to register

Transmission of Shares

Persons

entitled on death of a Member

Registration

of transfer of a Share following death or bankruptcy

Indemnity

Rights

of person entitled to a Share following death or bankruptcy

Alteration of capital

Increasing,

consolidating, converting, dividing and cancelling share capital

Dealing

with fractions resulting from consolidation of Shares

Reducing

share capital

Conversion, redemption and purchase of own Shares

Power

to issue redeemable Shares and to purchase own Shares

Power

to pay for redemption or purchase in cash or in specie

Effect

of redemption or purchase of a Share

conversion rights

Meetings of Members

Annual

and extraordinary general meetings

Power

to call meetings

Content

of notice

Period

of notice

Persons

entitled to receive notice

Accidental

omission to give notice or non-receipt of notice

Proceedings at meetings of Members

Quorum

Lack

of quorum

Chairman

Right

of a Director to attend and speak

Accommodation

of Members at Virtual Meeting

Security

Adjournment,

postponement and cancellation

Method

of voting

Taking

of a poll

casting vote

Written

resolutions

Sole-Member

Company

Voting rights of Members

Right

to vote

Rights

of joint holders

Representation

of corporate Members

Member

with mental disorder

Objections

to admissibility of votes

Form

of proxy

How

and when proxy is to be delivered

Voting

by proxy

Number of Directors

Appointment, disqualification and removal of Directors

First

Directors

age limit

Corporate

Directors

shareholding qualification

Appointment

of Directors

Board’s

power to appoint Directors

Removal

of Directors

Resignation

of Directors

Termination

of the office of Director

Alternate Directors

Appointment

and removal

Notices

Rights

of alternate Director

Appointment

ceases when the appointor ceases to be a Director

Status

of alternate Director

Status

of the Director making the appointment

Powers of Directors

Powers

of Directors

Directors

below the minimum number

Appointments

to office

Provisions

for employees

Exercise

of voting rights

Remuneration

Disclosure

of information

Delegation of powers

Power

to delegate any of the Directors’ powers to a committee

Local

boards

Power

to appoint an agent of the Company

Power

to appoint an attorney or authorised signatory of the Company

Borrowing

Powers

Corporate

Governance

Meetings of Directors

Regulation

of Directors’ meetings

Calling

meetings

Notice

of meetings

Use

of technology

Quorum

Chairman

or deputy to preside

Voting

Recording

of dissent

Written

resolutions

Validity

of acts of Directors in spite of formal defect

Permissible Directors’ interests and disclosure

Minutes

Accounts and audit

Financial

year

Auditors

Record dates

Dividends

Source

of dividends

Declaration

of dividends by Members

Payment

of interim dividends and declaration of final dividends by Directors

Apportionment

of dividends

Right

of set off

Power

to pay other than in cash

How

payments may be made

Dividends

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

Dividends

unable to be paid or unclaimed

Capitalisation of profits

Capitalisation

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

Applying

an amount for the benefit of Members

Share Premium Account

Directors

to maintain share premium account

Debits

to share premium account

Seal

Company

seal

Duplicate

seal

When

and how seal is to be used

no seal is adopted or used

Power

to allow non-manual signatures and facsimile printing of seal

Validity

of execution

Indemnity

Release

Insurance

Notices

Form

of notices

Electronic

communications

Persons

entitled to notices

Persons

authorised to give notices

Delivery

of written notices

Joint

holders

Signatures

Giving

notice to a deceased or bankrupt Member

Date

of giving notices

Saving

provision

Authentication of Electronic Records

Application

of Articles

Authentication

of documents sent by Members by Electronic means

Authentication

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

Manner

of signing

Saving

provision

Transfer by way of continuation

Winding up

Distribution

of assets in specie

obligation to accept liability

Amendment of Memorandum and Articles

Power

to change name or amend Memorandum

Power

to amend these Articles

Companies

Act (Revised)

Company

Limited by Shares

Fourth

Amended and Restated

Articles of Association

OFA

Group

(Adopted

by special resolution passed on 5 October 2026 and effective from 5 October 2026)

1 Definitions,

interpretation and exclusion of Table A

Definitions

1.1 In

these Articles, the following definitions apply:

Act

means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being

in force;

Articles

means, as appropriate:

(a) these

articles of association as amended from time to time: or

(b) two

or more particular articles of these Articles;

and

Article refers to a particular article of these Articles;

Auditors

means the auditor or auditors for the time being of the Company;

Board

means the board of Directors from time to time;

Board

Resolution means (a) a resolution approved at a duly convened and constituted meeting of the Directors by an affirmative vote of

a majority of the Directors present at the meeting who voted on the matter, or (b) a written resolution of the Directors passed in accordance

with Article 18.14.

Business

Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the

avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

Cayman

Islands means the British Overseas Territory of the Cayman Islands;

Class

or Classes mean any class or classes of Shares as may from time to time be issued by the Company;

Class

A Ordinary Share means the class A ordinary shares of US$0.01 par value each of the Company, which have the rights set forth in these

Articles;

Class

B Ordinary Share means the class B ordinary shares of US$0.001 par value each of the Company, which have the rights set forth in

these Articles;

Clear

Days, in relation to a period of notice, means that period of calendar days excluding:

(a) the

calendar day when the notice is given or deemed to be given; and

(b) the

calendar day for which it is given or on which it is to take effect;

Commission

means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the

U.S. Securities Act;

Company

means the above-named company;

Default

Rate means ten per cent per annum;

Designated

Stock Exchanges means the NASDAQ Capital Market in the United States of America for so long as any class of the Company’s Shares

are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

Designated

Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the

original and continued listing of any Shares on the Designated Stock Exchanges;

Directors

means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic

has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic

Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing

and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which

all persons participating in a meeting are capable of hearing and being heard by each other;

Electronic

Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Electronic

Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

Fully

Paid Up means:

(a) in

relation to a Share with par value, means that the par value for that Share and any premium

payable in respect of the issue of that Share, has been fully paid or credited as paid in

money or money’s worth; and

(b) in

relation to a Share without par value, means that the agreed issue price for that Share has

been fully paid or credited as paid in money or money’s worth;

General

Meeting means a general meeting of the Company duly constituted in accordance with the Articles;

Independent

Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board

by Board Resolution;

Member

means any person or persons entered on the register of Members from time to time as the holder of a Share;

Memorandum

means the memorandum of association of the Company as amended from time to time;

month

means a calendar month;

Officer

means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

Ordinary

Resolution means a resolution of a General Meeting passed by a simple majority of the votes by Members who (being entitled to do

so) vote in person or by proxy or, in the case of corporation, by their duly authorised representatives, at that meeting. The expression

includes a written resolution signed by the requisite majority in accordance with Article 11.14;

Partly

Paid Up means:

(a) in

relation to a Share with par value, that the par value for that Share and any premium payable

in respect of the issue of that Share, has not been fully paid or credited as paid in money

or money’s worth; and

(b) in

relation to a Share without par value, means that the agreed issue price for that Share has

not been fully paid or credited as paid in money or money’s worth;

of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch

or duplicate register of the Members;

Secretary

means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

means a share in the capital of the Company and the expression:

(a) includes

stock (except where a distinction between shares and stock is expressed or implied); and

(b) where

the context permits, also includes a fraction of a Share;

all

references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require.

Special

Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class

meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by

Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution

signed by all Members entitled to vote at such meeting;

Treasury

Shares means Shares held in treasury pursuant to the Act and Article 2.15; and

U.S.

Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the

rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and

Virtual

Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including

without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic

Communication Facilities.

Interpretation

1.2 In

the interpretation of these Articles, the following provisions apply unless the context otherwise

requires:

(a) A

reference in these Articles to a statute is a reference to a statute of the Cayman Islands

as known by its short title, and includes:

(i) any

statutory modification, amendment or re-enactment; and

(ii) any

subordinate legislation or regulations issued under that statute.

Without

limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of

that Act in force from time to time as amended from time to time.

(b) Headings

are inserted for convenience only and do not affect the interpretation of these Articles,

unless there is ambiguity.

a day on which any act, matter or thing is to be done under these Articles is not a Business

Day, the act, matter or thing must be done on the next Business Day.

(d) A

word which denotes the singular also denotes the plural, a word which denotes the plural

also denotes the singular, and a reference to any gender also denotes the other genders.

(e) A

reference to a person includes, as appropriate, a company, trust, partnership, joint

venture, association, body corporate or government agency.

(f) Where

a word or phrase is given a defined meaning another part of speech or grammatical form in

respect to that word or phrase has a corresponding meaning.

(g) All

references to time are to be calculated by reference to time in the place where the Company’s

registered office is located.

(h) The

words written and in writing include all modes of representing or reproducing

words in a visible form, but do not include an Electronic Record where the distinction between

a document in writing and an Electronic Record is expressed or implied.

(i) The

words including, include and in particular or any similar expression

are to be construed without limitation.

(j) The

term “present” means, in respect of any person attending a meeting, such

person’s presence at a general meeting of Members (or any meeting of the holders of

any class of Shares), which may be satisfied by means of such person or, if a corporation

or other non-natural person, its duly authorized representative (or, in the case of any Member,

a proxy which has been validly appointed by such Member in accordance with these Articles),

being: (a) physically present at the meeting; or (b) in the case of any meeting at which

Electronic Communication Facilities are permitted in accordance with these Articles, including

any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities.

1.3 The

headings in these Articles are intended for convenience only and shall not affect the interpretation

of these Articles.

Exclusion

of Table A Articles

1.4 The

regulations contained in Table A in the First Schedule of the Act and any other regulations

contained in any statute or subordinate legislation are expressly excluded and do not apply

to the Company.

2 Shares

Power

to issue Shares and options, with or without special rights

2.1 Subject

to the provisions of the Act and these Articles about the redemption and purchase of the

Shares, the Directors have general and unconditional authority to allot (with or without

confirming rights of renunciation), grant options over or otherwise deal with any unissued

Shares (including, without limitation, preferred shares) (whether in certificated form or

non-certificated form) to such persons, at such times and on such terms and conditions as

they may decide. No Share may be issued at a discount except in accordance with the provisions

of the Act.

2.2 Without

limitation to the preceding Article, the Directors may so deal with the unissued Shares (including,

without limitation, preferred shares) (whether in certificated form or non-certificated form):

(a) either

at a premium or at par; or

(b) with

or without preferred, deferred or other special rights or restrictions, whether in regard

to dividend, voting, return of capital or otherwise.

2.3 Without

limitation to the two preceding Articles,

(a) the

Company may issue rights, options, warrants or convertible securities or securities of similar

nature conferring the right upon the holders thereof to subscribe for, purchase or receive

any class of Shares or other securities in the Company at such times and on such terms and

conditions as the Directors may decide;

(b) 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.

2.4 The

Directors may authorize the division of Shares into any number of Classes and the different

Classes shall be authorized, 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 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. The Directors may issue from time to time, out

of the authorized share capital of the Company (other than the authorized but unissued Ordinary

Shares), series of preferred shares in their absolute discretion and without approval of

the Members; provided, however, before any preferred shares of any such series are issued,

the Directors shall by resolution of Directors determine, with respect to any series of preferred

shares, the terms and rights of that series, including:

(a) the

designation of such series, the number of preferred shares to constitute such series and

the subscription price thereof if different from the par value thereof;

(b) whether

the preferred shares of such series shall have voting rights, in addition to any voting rights

provided by law, and, if so, the terms of such voting rights, which may be general or limited;

dividends, if any, payable on such series, whether any such dividends shall be cumulative,

and, if so, from what dates, the conditions and dates upon which such dividends shall be

payable, and the preference or relation which such dividends shall bear to the dividends

payable on any shares of any other class or any other series of shares;

(d) whether

the preferred shares of such series shall be subject to redemption by the Company, and, if

so, the times, prices and other conditions of such redemption;

(e) whether

the preferred shares of such series shall have any rights to receive any part of the assets

available for distribution amongst the Members upon the liquidation of the Company, and,

if so, the terms of such liquidation preference, and the relation which such liquidation

preference shall bear to the entitlements of the holders of shares of any other class or

any other series of shares;

(f) whether

the preferred shares of such series shall be subject to the operation of a retirement or

sinking fund and, if so, the extent to and manner in which any such retirement or sinking

fund shall be applied to the purchase or redemption of the preferred shares of such series

for retirement or other corporate purposes and the terms and provisions relative to the operation

thereof;

(g) whether

the preferred shares of such series shall be convertible into, or exchangeable for, shares

of any other class or any other series of preferred shares or any other securities and, if

so, the price or prices or the rate or rates of conversion or exchange and the method, if

any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the

limitations and restrictions, if any, to be effective while any preferred shares of such

series are outstanding upon the payment of dividends or the making of other distributions

on, and upon the purchase, redemption or other acquisition by the Company of, the existing

shares or shares of any other class of shares or any other series of preferred shares;

(i) the

conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon

the issue of any additional shares, including additional shares of such series or of any

other class of shares or any other series of preferred shares; and

(j) any

other powers, preferences and relative, participating, optional and other special rights,

and any qualifications, limitations and restrictions thereof;

and,

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

Shares to bearer.

Power

to issue fractions of a Share

2.5 Subject

to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share

shall be subject to and carry the corresponding fraction of liabilities (whether with respect

to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,

rights and other attributes of a Share of that class of Shares.

Power

to pay commissions and brokerage fees

2.6 The

Company may pay a commission to any person in consideration of that person:

(a) subscribing

or agreeing to subscribe, whether absolutely or conditionally; or

(b) procuring

or agreeing to procure subscriptions, whether absolute or conditional,

for

any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly

in one way and partly in another.

2.7 The

Company may employ a broker in the issue of its capital and pay him any proper commission

or brokerage.

Trusts

not recognised

2.8 Except

as required by Act:

(a) no

person shall be recognised by the Company as holding any Share on any trust; and

(b) no

person other than the Member shall be recognised by the Company as having any right in a

Share.

Security

interests

2.9 Notwithstanding

the preceding Article, the Company may (but shall not be obliged to) recognise a security

interest of which it has actual notice over shares. The Company shall not be treated as having

recognised any such security interest unless it has so agreed in writing with the secured

party.

Rights

of Shares

2.10 Subject

to Article 2.1, the Memorandum and any Special Resolution to the contrary and without prejudice

to any special rights conferred thereby on the holders of any other Shares or class of Shares,

Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari

passu with one another in all respects other than as set out below:

(a) Voting

Rights:

(i) Holders

of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of,

attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary

Shares and Class B Ordinary Shares shall, at all times, vote together as a single class on

all matters submitted to a vote for Members’ consent.

(ii) Each

Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote

at general meetings of the Company; whereas, each Class B Ordinary Share shall be entitled

to twenty five (25) votes on all matters subject to the vote at general meetings of the Company.

(b) Transfer:

(i) Subject

to the following Articles about the transfer of Shares, and provided that such transfer complies

with applicable rules of the Designated Stock Exchange (if applicable), Class A Ordinary

Shares may be transferred in accordance with the Articles and any applicable laws.

(ii) Class

B Ordinary Shares shall under no circumstances be transferrable.

and Distribution:

(i) Dividends

may be declared or paid, and other distribution (whether in cash or otherwise) of the Company’s

assets (including any distribution of assets to Members on a winding up) may be made to a

holder of a Class A Ordinary Share in accordance with the Article 23.

(ii) No

dividend may be declared or paid, and no other distribution (whether in cash or otherwise)

of the Company’s assets (including any distribution of assets to Members on a winding

up) may be made to a holder of a Class B Ordinary Share.

Power

to vary class rights

2.11 If

the share capital is divided into different classes of Shares then, unless the terms on which

a class of Shares was issued state otherwise, the rights attaching to a class of Shares may

only be varied if one of the following applies:

(a) the

Members holding not less than 50% of the issued Shares of that class consent in writing to

the variation; or

(b) the

variation is made with the sanction of a Special Resolution passed at a separate general

meeting of the Members holding the issued Shares of that class.

For

the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider

that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them

as separate Classes.

2.12 For

the purpose of Article 2.10(b), all the provisions of these Articles relating to general

meetings apply, mutatis mutandis, to every such separate meeting except that the necessary

quorum shall be one or more persons holding, or representing by proxy, not less than one

third of the issued Shares of the class.

2.13 For

the purposes of a separate class meeting, the Directors may treat two or more or all the

classes of Shares as forming one class of Shares if the Directors consider that such classes

of Shares would be affected in the same way by the proposals under consideration, but in

any other case shall treat them as separate classes of Shares.

Effect

of new Share issue on existing class rights

2.14 Unless

the terms on which a class of Shares was issued state otherwise, the rights conferred on

the Member holding Shares of any class shall not be deemed to be varied by the creation or

issue of further Shares , or the redemption or purchase of any Shares of any Class by the

Company. The rights of the holders of Shares shall not be deemed to be varied by the creation

or issue of Shares with preferred or other rights including, without limitation, the creation

of Shares with enhanced or weighted voting rights.

bearer Shares or warrants

2.15 The

Company shall not issue Shares or warrants to bearers.

Treasury

2.16 Shares

that the Company purchases, redeems or acquires by way of surrender in accordance with the

Act shall be held as Treasury Shares and not treated as cancelled if:

(a) the

Directors so determine prior to the purchase, redemption or surrender of those shares; and

(b) the

relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.

Rights

attaching to Treasury Shares and related matters

2.17 No

dividend may be declared or paid, and no other distribution (whether in cash or otherwise)

of the Company’s assets (including any distribution of assets to Members on a winding

up) may be made to the Company in respect of a Treasury Share.

2.18 The

Company shall be entered in the register of Members as the holder of the Treasury Shares.

However:

(a) the

Company shall not be treated as a Member for any purpose and shall not exercise any right

in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

and

(b) a

Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company

and shall not be counted in determining the total number of issued shares at any given time,

whether for the purposes of these Articles or the Act.

2.19 Nothing

in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect

of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury

Share shall be treated as Treasury Shares.

2.20 Treasury

Shares may be disposed of by the Company in accordance with the Act and otherwise on such

terms and conditions as the Directors determine.

of Members

2.21 The

Directors shall keep or cause to be kept a register of Members as required by the Act and

may cause the Company to maintain one or more branch registers as contemplated by the Act,

provided that where the Company is maintaining one or more branch registers, the Directors

shall ensure that a duplicate of each branch register is kept with the Company’s principal

to such branch register as may be required by the Act.

2.22 The

title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in

accordance with the laws applicable to the rules and regulations of the Designated Stock

Exchange and, for these purposes, the register of Members may be maintained in accordance

with section 40B of the Act.

Annual

Return

2.23 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 Act and shall deliver a copy thereof

to the registrar of companies for the Cayman Islands.

3 Share

certificates

Issue

of share certificates

3.1 A

Member shall only be entitled to a share certificate if the Directors resolve that share

certificates shall be issued. Share certificates representing Shares, if any, shall be in

such form as the Directors may determine. If the Directors resolve that share certificates

shall be issued, upon being entered in the register of Members as the holder of a Share,

the Directors may issue to any Member:

(a) without

payment, one certificate for all the Shares of each class held by that Member (and, upon

transferring a part of the Member’s holding of Shares of any class, to a certificate

for the balance of that holding); and

(b) upon

payment of such reasonable sum as the Directors may determine for every certificate after

the first, several certificates each for one or more of that Member’s Shares.

3.2 Every

certificate shall specify the number, class and distinguishing numbers (if any) of the Shares

to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may

be executed under seal or executed in such other manner as the Directors determine.

3.3 Every

certificate shall bear legends required under the applicable laws, including the U.S. Securities

Act.

3.4 The

Company shall not be bound to issue more than one certificate for Shares held jointly by

several persons and delivery of a certificate for a Share to one joint holder shall be a

sufficient delivery to all of them.

Renewal

of lost or damaged share certificates

3.5 If

a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms

(if any) as to:

(a) evidence;

(b) indemnity;

of the expenses reasonably incurred by the Company in investigating the evidence; and

(d) payment

of a reasonable fee, if any for issuing a replacement share certificate,

the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4 Lien

on Shares

Nature

and scope of lien

4.1 The

Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered

in the name of a Member (whether solely or jointly with others). The lien is for all monies

payable to the Company by the Member or the Member’s estate:

(a) either

alone or jointly with any other person, whether or not that other person is a Member; and

(b) whether

or not those monies are presently payable.

4.2 At

any time the Board may by Board Resolution declare any Share to be wholly or partly exempt

from the provisions of this Article.

Company

may sell Shares to satisfy lien

4.3 The

Company may sell any Shares over which it has a lien if all of the following conditions are

met:

(a) the

sum in respect of which the lien exists is presently payable;

(b) the

Company gives notice to the Member holding the Share (or to the person entitled to it in

consequence of the death or bankruptcy of that Member) demanding payment and stating that

if the notice is not complied with the Shares may be sold; and

sum is not paid within fourteen Clear Days after that notice is deemed to be given under

these Articles,

and

Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

4.4 The

Lien Default Shares may be sold in such manner as the Board determines by Board Resolution.

4.5 To

the maximum extent permitted by law, the Directors shall incur no personal liability to the

Member concerned in respect of the sale.

Authority

to execute instrument of transfer

4.6 To

give effect to a sale, the Directors may authorise any person to execute an instrument of

transfer of the Lien Default Shares sold to, or in accordance with the directions of, the

purchaser.

4.7 The

title of the transferee of the Lien Default Shares shall not be affected by any irregularity

or invalidity in the proceedings in respect of the sale.

Consequences

of sale of Shares to satisfy lien

4.8 On

a sale pursuant to the preceding Articles:

(a) the

name of the Member concerned shall be removed from the register of Members as the holder

of those Lien Default Shares; and

(b) that

person shall deliver to the Company for cancellation the certificate (if any) for those Lien

Default Shares.

4.9 Notwithstanding

the provisions of Article 4.8, such person shall remain liable to the Company for all monies

which, at the date of sale, were presently payable by him to the Company in respect of those

Lien Default Shares. That person shall also be liable to pay interest on those monies from

the date of sale until payment at the rate at which interest was payable before that sale

or, failing that, at the Default Rate. The Board may by Board Resolution waive payment wholly

or in part or enforce payment without any allowance for the value of the Lien Default Shares

at the time of sale or for any consideration received on their disposal.

Application

of proceeds of sale

4.10 The

net proceeds of the sale, after payment of the costs, shall be applied in payment of so much

of the sum for which the lien exists as is presently payable. Any residue shall be paid to

the person whose Lien Default Shares have been sold:

(a) if

no certificate for the Lien Default Shares was issued, at the date of the sale; or

(b) if

a certificate for the Lien Default Shares was issued, upon surrender to the Company of that

certificate for cancellation

but,

in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares

before the sale.

5 Calls

on Shares and forfeiture

Power

to make calls and effect of calls

5.1 Subject

to the terms of allotment, the Board may by Board Resolution make calls on the Members in

respect of any monies unpaid on their Shares including any premium. The call may provide

for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice

specifying when and where payment is to be made, each Member shall pay to the Company the

amount called on his Shares as required by the notice.

5.2 Before

receipt by the Company of any sum due under a call, that call may be revoked in whole or

in part and payment of a call may be postponed in whole or in part. Where a call is to be

paid in instalments, the Company may revoke the call in respect of all or any remaining instalments

in whole or in part and may postpone payment of all or any of the remaining instalments in

whole or in part.

5.3 A

Member on whom a call is made shall remain liable for that call notwithstanding the subsequent

transfer of the Shares in respect of which the call was made. He shall not be liable for

calls made after he is no longer registered as Member in respect of those Shares.

Time

when call made

5.4 A

call shall be deemed to have been made at the time when the resolution of the Directors authorising

the call was passed.

Liability

of joint holders

5.5 Members

registered as the joint holders of a Share shall be jointly and severally liable to pay all

calls in respect of the Share.

Interest

on unpaid calls

5.6 If

a call remains unpaid after it has become due and payable the person from whom it is due

and payable shall pay interest on the amount unpaid from the day it became due and payable

until it is paid:

(a) at

the rate fixed by the terms of allotment of the Share or in the notice of the call; or

(b) if

no rate is fixed, at the Default Rate.

The

Directors may waive payment of the interest wholly or in part.

Deemed

calls

5.7 Any

amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,

shall be deemed to be payable as a call. If the amount is not paid when due the provisions

of these Articles shall apply as if the amount had become due and payable by virtue of a

call.

Power

to accept early payment

5.8 The

Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares

held by him although no part of that amount has been called up.

Power

to make different arrangements at time of issue of Shares

5.9 Subject

to the terms of allotment, the Directors may make arrangements on the issue of Shares to

distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice

of default

5.10 If

a call remains unpaid after it has become due and payable the Directors may give to the person

from whom it is due not less than 14 Clear Days’ notice requiring payment of:

(a) the

amount unpaid;

(b) any

interest which may have accrued;

expenses which have been incurred by the Company due to that person’s default.

5.11 The

notice shall state the following:

(a) the

place where payment is to be made; and

(b) a

warning that if the notice is not complied with the Shares in respect of which the call is

made will be liable to be forfeited.

Forfeiture

or surrender of Shares

5.12 If

the notice given pursuant to Article 5.10 is not complied with, the Directors may, before

the payment required by the notice has been received, resolve that any Share the subject

of that notice be forfeited. The forfeiture shall include all dividends or other monies payable

in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing,

the Board may by Board Resolution determine that any Share the subject of that notice be

accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

Disposal

of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13 A

forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such

terms and in such manner as the Board by Board Resolution determine either to the former

Member who held that Share or to any other person. The forfeiture or surrender may be cancelled

on such terms as the Directors think fit at any time before a sale, re-allotment or other

disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is

to be transferred to any person, the Directors may by Board Resolution authorise some person

to execute an instrument of transfer of the Share to the transferee.

Effect

of forfeiture or surrender on former Member

5.14 On

forfeiture or surrender:

(a) the

name of the Member concerned shall be removed from the register of Members as the holder

of those Shares and that person shall cease to be a Member in respect of those Shares; and

(b) that

person shall surrender to the Company for cancellation the certificate (if any) for the forfeited

or surrendered Shares.

5.15 Despite

the forfeiture or surrender of his Shares, that person shall remain liable to the Company

for all monies which at the date of forfeiture or surrender were presently payable by him

to the Company in respect of those Shares together with:

(a) all

expenses; and

(b) interest

from the date of forfeiture or surrender until payment:

(i) at

the rate of which interest was payable on those monies before forfeiture; or

(ii) if

no interest was so payable, at the Default Rate.

The

Directors, however, may waive payment wholly or in part.

Evidence

of forfeiture or surrender

5.16 A

declaration, whether statutory or under oath, made by a Director or the Secretary shall be

conclusive evidence of the following matters stated in it as against all persons claiming

to be entitled to forfeited Shares:

(a) that

the person making the declaration is a Director or Secretary of the Company, and

(b) that

the particular Shares have been forfeited or surrendered on a particular date.

Subject

to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale

of forfeited or surrendered Shares

5.17 Any

person to whom the forfeited or surrendered Shares are disposed of shall not be bound to

see to the application of the consideration, if any, of those Shares nor shall his title

to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect

of, the forfeiture, surrender or disposal of those Shares.

6 Transfer

of Shares

Form

of Transfer

6.1 Subject

to the following Articles about the transfer of Shares, and provided that such transfer complies

with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares

(except Class B Ordinary Shares which shall not be transferrable) to another person by completing

an instrument of transfer in a common form or in a form prescribed by the Designated Stock

Exchange (if such Shares are listed on the Designated Stock Exchange) or in any other form

approved by the Directors, executed:

(a) where

the Shares (except Class B Ordinary Shares which shall not be transferrable) are Fully Paid,

by or on behalf of that Member; and

(b) where

the Shares (except Class B Ordinary Shares which shall not be transferrable) are partly paid,

by or on behalf of that Member and the transferee.

6.2 The

transferor shall be deemed to remain the holder of a Share (except Class B Ordinary Shares

which shall not be transferrable) until the name of the transferee is entered into the Register

of Members.

Power

to refuse registration for Shares not listed on a Designated Stock Exchange

6.3 Where

any class of the Shares in question are not listed on or subject to the rules of any Designated

Stock Exchange, registration of any transfer of shares must be approved by the Directors

by Board Resolution, and the Directors may in their absolute discretion decline to register

any transfer of such Shares which are not Fully Paid Up or on which the Company has a lien.

The Directors may also, but are not required to, decline to register any transfer of any

such Share unless:

(a) the

instrument of transfer is lodged with the Company, accompanied by the certificate (if any)

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;

(b) the

instrument of transfer is in respect of only one class of Shares;

instrument of transfer is properly stamped, if required;

(d) 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;

(e) the

Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and

(f) any

applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be

payable, or such lesser sum as the Board may from time to time require, related to the transfer

is paid to the Company.

Suspension

of transfers

6.4 The

registration of transfers may, on 14 days’ notice being given by advertisement in such

one or more newspapers or by electronic means, be suspended and the register of Members 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 of Members closed for more than 30 days in any year.

Company

may retain instrument of transfer

6.5 All

instruments of transfer that are registered shall be retained by the Company.

Notice

of refusal to register

6.6 If

the Directors refuse to register a transfer of any Shares of any class not listed on a Designated

Stock Exchange, they shall within one month after the date on which the instrument of transfer

was lodged with the Company send to each of the transferor and the transferee notice of the

refusal.

7 Transmission

of Shares

Persons

entitled on death of a Member

7.1 If

a Member dies, the only persons recognised by the Company as having any title to the deceased

Members’ interest are the following:

(a) where

the deceased Member was a joint holder, the survivor or survivors; and

(b) where

the deceased Member was a sole holder, that Member’s personal representative or representatives.

7.2 Nothing

in these Articles shall release the deceased Member’s estate from any liability in

respect of any Share, whether the deceased was a sole holder or a joint holder.

Registration

of transfer of a Share following death or bankruptcy

7.3 A

person becoming entitled to a Share in consequence of the death or bankruptcy of a Member

may elect to do either of the following:

(a) to

become the holder of the Share; or

(b) to

transfer the Share to another person.

7.4 That

person must produce such evidence of his entitlement as the Directors may properly require.

7.5 If

the person elects to become the holder of the Share, he must give notice to the Company to

that effect. For the purposes of these Articles, that notice shall be treated as though it

were an executed instrument of transfer.

7.6 If

the person elects to transfer the Share to another person then:

(a) if

the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and

(b) if

the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument

of transfer.

7.7 All

the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate,

the instrument of transfer.

Indemnity

7.8 A

person registered as a Member by reason of the death or bankruptcy of another Member shall

indemnify the Company and the Directors against any loss or damage suffered by the Company

or the Directors as a result of that registration.

Rights

of person entitled to a Share following death or bankruptcy

7.9 A

person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall

have the rights to which he would be entitled if he were registered as the holder of the

Share. But, until he is registered as Member in respect of the Share, he shall not be entitled

to attend or vote at any meeting of the Company or at any separate meeting of the holders

of that class of Shares.

8 Alteration

of capital

Increasing,

consolidating, converting, dividing and cancelling share capital

8.1 To

the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of

the following and amend its Memorandum for that purpose:

(a) increase

its share capital by new Shares of the amount fixed by that Ordinary Resolution and with

the attached rights, priorities and privileges set out in that Ordinary Resolution;

(b) consolidate

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

Shares;

all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares

of any denomination;

(d) sub-divide

its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,

so, however, that in the sub-division, 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

(e) cancel

Shares which, at the date of the passing of that Ordinary 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 or, in the case of Shares without nominal par value, diminish

the number of Shares into which its capital is divided.

Dealing

with fractions resulting from consolidation of Shares

8.2 Whenever,

as a result of a consolidation of Shares, any Members would become entitled to fractions

of a Share the Directors may on behalf of those Members deal with the fractions as it thinks

fit, including (without limitation):

(a) either

round up or down the fraction to the nearest whole number, such rounding to be determined

by the Directors acting in their sole discretion; or

(b) sell

the Shares representing the fractions for the best price reasonably obtainable to any person

(including, subject to the provisions of the Act, the Company); and

the net proceeds in due proportion among those Members.

8.3 For

the purposes of Article 8.2, the Directors may authorise some person to execute an instrument

of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee

shall not be bound to see to the application of the purchase money nor shall the transferee’s

title to the Shares be affected by any irregularity in, or invalidity of, the proceedings

in respect of the sale.

Reducing

share capital

8.4 Subject

to the Act and to any rights for the time being conferred on the Members holding a particular

class of Shares, the Company may, by Special Resolution, reduce its share capital in any

way.

9 Conversion,

redemption and purchase of own Shares

Power

to issue redeemable Shares and to purchase own Shares

9.1 Subject

to the Act and to any rights for the time being conferred on the Members holding a particular

class of Shares, the Company may by its Directors:

(a) issue

Shares that are to be redeemed or liable to be redeemed, at the option of the Company or

the Member holding those redeemable Shares, on the terms and in the manner its Directors

determine before the issue of those Shares;

(b) with

the consent by Special Resolution of the Members holding Shares of a particular class, vary

the rights attaching to that class of Shares so as to provide that those Shares are to be

redeemed or are liable to be redeemed at the option of the Company on the terms and in the

manner which the Directors determine at the time of such variation; and

all or any of its own Shares of any class including any redeemable Shares on the terms and

in the manner which the Directors determine at the time of such purchase.

The

Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including

out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power

to pay for redemption or purchase in cash or in specie

9.2 When

making a payment in respect of the redemption or purchase of Shares, the Directors may make

the payment in cash or in specie (or partly in one and partly in the other) if so

authorised by the terms of the allotment of those Shares or by the terms applying to those

Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding

those Shares.

Effect

of redemption or purchase of a Share

9.3 Upon

the date of redemption or purchase of a Share:

(a) the

Member holding that Share shall cease to be entitled to any rights in respect of the Share

other than the right to receive:

(i) the

price for the Share; and

(ii) any

dividend declared in respect of the Share prior to the date of redemption or purchase;

(b) the

Member’s name shall be removed from the register of Members with respect to the Share;

and

Share shall be cancelled or held as a Treasury Share, as the Directors may determine.

9.4 For

the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s

name is removed from the register of Members with respect to the Shares the subject of the

redemption or purchase.

conversion rights

9.5 Class

A Ordinary Shares shall not be convertible into Class B Ordinary Shares.

9.6 Class

B Ordinary Shares shall not be convertible into Class A Ordinary Shares.

10 Meetings

of Members

Annual

and extraordinary general meetings

10.1 The

Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules)

be obligated to, in each year hold a general meeting as an annual general meeting, which,

if held, shall be convened by the chairman of the Board, or the Directors by Board Resolution,

in accordance with these Articles.

10.2 All

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

meetings.

Power

to call meetings

10.3 The

chairman of the Board, or the Directors may by Board Resolution, call a general meeting at

any time.

10.4 If

there are insufficient Directors to constitute a quorum and the remaining Directors are unable

to agree on the appointment of additional Directors, the Directors must call a general meeting

for the purpose of appointing additional Directors.

10.5 The

Directors must also call a general meeting if requisitioned in the manner set out in the

next two Articles.

10.6 Any

one or more Members holding not less than one-third of all votes attaching to the total issued

and paid up share capital of the Company at the date of deposit of the requisition shall

at all times have the right, by written requisition to the Board or the Secretary, to require

an extraordinary general meeting to be called by the Board for the transaction of any business

specified in such requisition; and such meeting shall be held within two (2) months after

the deposit of such requisition. If within twenty one (21) days of such deposit the Board

fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do

so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a

result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

10.7 The

requisition must also:

(a) specify

the purpose of the meeting.

(b) be

signed by or on behalf of each requisitioner (and for this purpose each joint holder shall

be obliged to sign). The requisition may consist of several documents in like form signed

by one or more of the requisitioners; and

delivered in accordance with the notice provisions.

10.8 Without

limitation to the foregoing, if there are insufficient Directors to constitute a quorum and

the remaining Directors are unable to agree on the appointment of additional Directors, any

one or more Members who together hold at least five per cent of the rights to vote at a general

meeting may call a general meeting for the purpose of considering the business specified

in the notice of meeting which shall include as an item of business the appointment of additional

Directors.

10.9 If

the Members call a meeting under the above provisions, the Company shall reimburse their

reasonable expenses.

Content

of notice

10.10 Notice

of a general meeting shall specify each of the following:

(a) the

place, the date and the hour of the meeting;

(b) whether

the meeting will be held virtually, at a physical place or both;

the meeting is to be held in any part at a physical place, the address of such place;

(d) if

the meeting is to be held in two or more places, or in any part virtually, the Electronic

Communication Facilities that will be used to facilitate the meeting, including the procedures

to be followed by any Member or other participant of the meeting who wishes to utilise such

Electronic Communication Facilities for the purposes of attending and participating in such

meeting;

(e) subject

to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock

Exchange Rules, the general nature of the business to be transacted; and

(f) if

a resolution is proposed as a Special Resolution, the text of that resolution.

10.11 In

each notice there shall appear with reasonable prominence the following statements:

(a) that

a Member who is entitled to attend and vote is entitled to appoint one or more proxies to

attend and vote instead of that Member; and

(b) that

a proxyholder need not be a Member.

Period

of notice

10.12 At

least seven Clear Days’ notice of an annual general meeting must be given to Members.

For any other general meeting, at least five Clear Days’ notice must be given to Members.

10.13 Subject

to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent

of the Member or Members who, individually or collectively, hold at least ninety per cent

of the voting rights of all those who have a right to vote at that meeting.

Persons

entitled to receive notice

10.14 Subject

to the provisions of these Articles and to any restrictions imposed on any Shares, the notice

shall be given to the following people:

(a) the

Members

(b) persons

entitled to a Share in consequence of the death or bankruptcy of a Member;

Directors; and

(d) the

Auditors (if appointed).

10.15 The

Board may by Board Resolution determine that the Members entitled to receive notice of, attend

and vote at a meeting are those persons entered on the register of Members at the close of

business on a day determined by the Board.

Accidental

omission to give notice or non-receipt of notice

10.16 Proceedings

at a meeting shall not be invalidated by the following:

(a) an

accidental failure to give notice of the meeting to any person entitled to notice; or

(b) non-receipt

of notice of the meeting by any person entitled to notice.

10.17 In

addition, where a notice of meeting is published on a website proceedings at the meeting

shall not be invalidated merely because it is accidentally published:

(a) in

a different place on the website; or

(b) for

part only of the period from the date of the notification until the conclusion of the meeting

to which the notice relates.

11 Proceedings

at meetings of Members

Quorum

11.1 Save

as provided in the following Article, no business shall be transacted at any meeting unless

a quorum is present in person or by proxy at the meeting. A quorum is as follows:

(a) if

the Company has only one Member: that Member;

(b) if

the Company has more than one Member: one or more Members holding Shares that represent not

less than one-third of the outstanding Shares carrying the right to vote at such general

meeting.

Lack

of quorum

11.2 If

a quorum is not present at the meeting within fifteen minutes of the time appointed for the

meeting, or if at any time during the meeting it becomes inquorate, then the following provisions

apply:

(a) If

the meeting was requisitioned by Members, it shall be cancelled.

(b) In

any other case, the meeting shall stand adjourned to the same time and place seven days hence,

or to such other time or place as is determined by the Directors. If a quorum is not present

at the meeting within fifteen minutes of the time appointed for the adjourned meeting, then

the Members present in person or by proxy at the meeting shall constitute a quorum.

Chairman

11.3 The

chairman of a general meeting (including a Virtual Meeting) shall be the chairman of the

Board appointed by Board Resolution, or such other Director as the Directors have nominated

to chair Board meetings in the absence of the chairman of the Board. Absent any such person

being present at the meeting within fifteen minutes of the time appointed for the meeting,

the Directors present shall elect one of their number to chair the meeting. The chairman

of the meeting shall be entitled to attend and participate at any such general meeting by

means of Electronic Communication Facilities, and to act as the chairman of such general

meeting, in which event the chairman of the meeting shall be deemed to be present at the

meeting.

11.4 If

no Director is present within fifteen minutes of the time appointed for the meeting, or if

no Director is willing to act as chairman, the Members present in person or by proxy and

entitled to vote shall choose one of their number to chair the meeting.

Right

of a Director to attend and speak

11.5 Even

if a Director is not a Member, he shall be entitled to attend and speak at any general meeting

and at any separate meeting of Members holding a particular class of Shares.

Accommodation

of Members at Virtual Meeting

11.6 A

Member entitled to receive notice and attend a meeting will be deemed to be in attendance

at such meeting despite their attendance being virtual if adequate facilities are available

to ensure that the Member is able to:

(a) to

participate in the business for which the meeting has been convened; and

(b) to

hear all that happens at the meeting.

Without

limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

Security

11.7 In

addition to any measures which the Board may be required to take due to the location or venue

of the meeting, the Board may make any arrangement and impose any restriction it considers

appropriate and reasonable in the circumstances to ensure the security of a meeting including,

without limitation, the searching of any person attending the meeting and the imposing of

restrictions on the items of personal property that may be taken into the meeting place.

The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with

any such arrangements or restrictions.

Adjournment,

postponement and cancellation

11.8 A

meeting may be:

(a) postponed

or cancelled prior to the meeting at the discretion of the Directors by written notice provided

to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members

or otherwise called by Members pursuant to Article 10; or

(b) adjourned,

with or without an appointed date for resumption, at any time during the meeting at the discretion

of the chairman 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.

11.9 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 7 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

11.10 A

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

Taking

of a poll

11.11 A

poll shall be taken in such manner as the chairman directs. He 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 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.

casting vote

11.12 In

the case of an equality of votes, the chairman of the meeting shall not be entitled to a

second or casting vote.

Written

resolutions

11.13 Without

limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing

without holding a meeting if the following conditions are met:

(a) all

Members entitled to vote on the resolution 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:

(i) sign

a document; or

(ii) sign

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

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, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and

held, is passed when all such Members have so signified their agreement to the resolution.

11.14 Members

may pass an Ordinary Resolution in writing without holding a meeting if the following conditions

are met:

(a) all

Members entitled to vote on the resolution are:

(i) given

notice of the resolution as if the same were being proposed at a meeting of Members; and

(ii) notified

in the same or an accompanying notice of the date by which the resolution must be passed

if it is not to lapse, being a period of 7 days beginning with the date that the notice is

first given;

(b) the

required majority of the Members entitled so to vote:

(i) sign

a document; or

(ii) sign

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

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, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and

held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the

period of 5 days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have

so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of

the period of 7 days beginning with the date that notice of it is first given.

11.15 If

all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution

may be passed as soon as the required majority have signified their agreement to the resolution,

without any minimum period of time having first elapsed. Save that the consent of the majority

may be incorporated in the written resolution, each consent shall be in writing or given

by Electronic Record and shall otherwise be given to the Company in accordance with Article

28 (Notices) prior to the written resolution taking effect.

11.16 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 he 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.

11.17 If

a written resolution is described as a Special Resolution or as an Ordinary Resolution, it

has effect accordingly.

Sole-Member

Company

11.18 If

the Company has only one Member, and the Member records in writing his 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 Subject

to the following, 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, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject

to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled

to twenty five (25) votes on all matters subject to vote at general meetings of the Company.

A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction

of one (1) vote, and a fraction of a Class B Ordinary Share shall entitle its holder to an

equivalent fraction of twenty five (25) votes.

12.4 No

Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his

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.

Member

with mental disorder

12.12 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 on a poll,

by that Member’s receiver, curator bonis or other person authorised in that

behalf appointed by that court.

12.13 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

12.14 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

12.15 An

instrument appointing a proxy shall be in any common form or in any other form approved by

the Directors.

12.16 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

the Member is a corporation or other body corporate, under seal or signed by an authorised

officer, secretary or attorney.

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.

12.17 The

Directors may require the production of any evidence which they consider necessary to determine

the validity of any appointment of a proxy.

12.18 A

Member may revoke the appointment of a proxy at any time by notice to the Company duly signed

in accordance with Article 12.16.

12.19 No

revocation by a Member of the appointment of a proxy made in accordance with Article 12.18

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

12.20 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 within the Cayman Islands 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.

Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his

discretion, direct that an instrument of proxy shall be deemed to have been duly deposited.

12.21 If

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

12.22 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.

12.23 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

12.24 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 him 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 his proxy on the same resolution, unless in

respect of different Shares, shall be invalid.

12.25 The

instrument appointing a proxy to vote at a meeting shall not confer any further right to

speak at the meeting, except with the permission of the chairman of the meeting.

13 Number

of Directors

13.1 There

shall be a Board consisting of not less than one person 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.

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.

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 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 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 by Board Resolution.

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 An

appointment of a Director may be on terms that the Director shall automatically retire from

office (unless he has sooner vacated office) at the next or a subsequent annual general meeting

or upon any specified event or after any specified period in a written agreement between

the Company and the Director, if any; but no such term shall be implied in the absence of

express provision. Each Director whose term of office expires shall be eligible for re-election

at a meeting of the Members or re-appointment by the Board.

Removal

of Directors

14.11 A

Director may be removed by Board Resolution.

Resignation

of Directors

14.12 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.

14.13 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

14.14 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.

14.15 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

is prohibited by the law of the Cayman Islands from acting as a Director; or

(b) he

is made bankrupt or makes an arrangement or composition with his creditors generally; or

resigns his office by notice to the Company; or

(d) he

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 is being treated he becomes physically

or mentally incapable of acting as a Director; or

(f) he

is given notice by the majority of the other Directors (not being less than two in number)

to vacate office (without prejudice to any claim for damages for breach of any agreement

relating to the provision of the services of such Director); or

(g) he

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 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 place as

an alternate Director. No appointment shall take effect until the Director has given notice

of the appointment to the Board.

15.2 A

Director may revoke his appointment of an alternate at any time. No revocation shall take

effect until the Director has given notice of the revocation to the Board.

15.3 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;

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

15.4 All

notices of meetings of Directors shall continue to be given to the appointing Director and

not to the alternate.

Rights

of alternate Director

15.5 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 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

15.6 An

alternate Director shall cease to be an alternate Director if:

(a) the

Director who appointed him ceases to be a Director; or

(b) the

Director who appointed him revokes his 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

any event happens in relation to him which, if he were a Director of the Company, would cause

his office as Director to be vacated.

Status

of alternate Director

15.7 An

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

15.8 Save

where otherwise expressed, an alternate Director shall be treated as a Director under these

Articles.

15.9 An

alternate Director is not the agent of the Director appointing him.

15.10 An

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

Status

of the Director making the appointment

15.11 A

Director who has appointed an alternate is not thereby relieved from the duties which he

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 is re-elected during such meeting.

Appointments

to office

16.4 The

Directors may by Board Resolution appoint a Director:

(a) as

chairman of the Board;

(b) as

managing Director;

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 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 number to act in

place of the chairman should he 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 the 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 family or any person

who is dependent on him) 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 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.

16.16 Unless

his 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 Subject

to compliance with applicable laws, including the applicable federal securities laws of the

United States, 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 his 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

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. For so long as Shares are listed on a Designated

Stock Exchange, 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 For

so long as Shares are listed on a Designated Stock Exchange, the Board shall by Board Resolution

establish 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). 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 by Board Resolution 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 by Board Resolution 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 Article 17.6 and Article 17.7 may be made on such terms and

subject to such conditions as the Board thinks fit and the Board may by Board Resolution

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;

the period; and

(d) subject

to such conditions

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 by Board Resolution 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 by Board Resolution, 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 Board 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 may from time to time specify

for this purpose (or, if he does not specify an address, at his last known address). A Director

may waive his right to receive notice of any meeting either prospectively or retrospectively.

Use

of technology

18.4 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.

18.5 A

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

Quorum

18.6 The

quorum for the transaction of business at a meeting of Directors shall be one unless the

Directors fix some other number.

Chairman

or deputy to preside

18.7 The

Board may by Board Resolution appoint a chairman and one or more deputy chairman or chairmen

and may at any time revoke any such appointment.

18.8 The

chairman, or failing him 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 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 number to act as chairman of the meeting.

Voting

18.9 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 wishes, exercise a casting vote.

Recording

of dissent

18.10 A

Director present at a meeting of Directors shall be presumed to have assented to any action

taken at that meeting unless:

(a) his

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

has forwarded to the Company as soon as practical following the conclusion of that meeting

signed dissent.

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

Written

resolutions

18.11 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.

18.12 A

written resolution signed by a validly appointed alternate Director need not also be signed

by the appointing Director.

18.13 A

written resolution signed personally by the appointing Director need not also be signed by

his alternate.

18.14 A

resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13

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

18.15 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

19.1 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. Subject to the Designated Stock Exchange Rules and disqualification

by the chairman of the relevant Board meeting, a Director may vote in respect of any contract

or transaction or proposed contract or transaction notwithstanding that he may be interested

therein provided the Director discloses to his fellow directors the nature and extent of

any material interests in respect of any contract or transaction or proposed contract or

transaction 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.

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

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 The

books of account shall be kept at the registered office of the Company and shall always be

open to inspection by the Directors. No Member (other than a Director) shall have any right

of inspecting any account or book or document of the Company except as conferred by the Act

or as authorised by the Directors or by Ordinary Resolution.

Financial

year

21.3 Unless

the Directors otherwise prescribe, the financial year of the Company shall end on 31 March

in each year and begin on 1 April in each year.

Auditors

21.4 The

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

Directors determine.

21.5 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 his term

of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint

another Auditor in his stead for the remainder of his term.

21.6 The

Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance

of their duties.

21.7 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 Board 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.

23.4 No

dividend may be declared or paid, and no other distribution (whether in cash or otherwise)

of the Company’s assets (including any distribution of assets to Members on a winding

up) may be made to a holder of a Class B Ordinary Share.

Payment

of interim dividends and declaration of final dividends by Directors

23.5 Subject

to Article 23.4, the Directors may by Board Resolution 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.

23.6 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 Board 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

Board 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 Board Resolution.

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

23.7 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.

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

23.8 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

23.9 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

23.10 If

the Directors so determine, any Board 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

some assets in trustees.

How

payments may be made

23.11 Subject

to Article 23.4, 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.

23.12 For

the purposes of Article 23.11(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 23.11(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.

23.13 Subject

to Article 23.4, 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.

23.14 Subject

to Article 23.4, 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

23.15 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

23.16 Subject

to Article 23.4, 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.

23.17 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 Subject

to Article 23.4, 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 Subject

to Article 23.4, 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 him 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 by Board Resolution.

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 by Board Resolution,

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

by Board Resolution, a document to which a seal is affixed must be signed in one of the following

ways:

(a) by

a Director (or his alternate) and the Secretary; or

(b) by

a single Director (or his alternate).

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 alternate) and the Secretary; or

(b) by

a single Director (or his alternate); or

any other manner permitted by the Act.

Power

to allow non-manual signatures and facsimile printing of seal

26.5 The

Directors may determine by Board Resolution 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 existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any

matter arising out of his own dishonesty.

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 office; but there may be no release from liability arising out of or in connection

with that person’s own dishonesty.

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 or auditor

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;

(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

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; or

(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 provided 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 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 having access to the notice or document on a website

(instead of it being sent to him);

(b) the

notice or document is one to which that agreement applies;

Member is notified (in accordance with any requirements laid down by the Act and, in a manner

for the time being agreed between him 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 seven days, beginning on the day on which the notification

referred to in Article 28.4(c) is deemed sent.

Persons

entitled to notices

28.5 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 seven 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

28.6 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

28.7 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

28.8 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

28.9 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.

28.10 An

Electronic Record may be signed by an Electronic Signature.

Evidence

of transmission

28.11 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.

28.12 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.

28.13 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

28.14 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.

28.15 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

28.16 A

notice is given on the date identified in the following table

Method

for giving notices

When

taken to be given

(A)

Personally

the time and date of delivery

(B)

By leaving it at the Member’s registered address

the time and date it was left

(C)

By posting it by prepaid post to the street or postal address of that recipient

hours after the date it was posted

(D)

By Electronic Record (other than publication on a website), to recipient’s Electronic address

hours after the date it was sent

(E)

By publication on a website

hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Saving

provision

28.17 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

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 28.7 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

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 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

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

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 holders of the Class A Ordinary Shares 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 among the holders of the Class A Ordinary Shares; and/or

(b) to

vest the whole or any part of the assets in trustees for the benefit of the holders of the

Class A Ordinary Shares and those liable to contribute to the winding up.

31.2 No

distribution (whether in cash or otherwise) of the Company’s assets on a winding up

may be made to a holder of a Class B Ordinary Share.

obligation to accept liability

31.3 No

Member shall be compelled to accept any assets if an obligation attaches to them.

31.4 The

Directors are authorised to present a winding up petition

31.5 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.

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