02255 海昌海洋公园 展示文件：(003) 认购方的组织章程大纲细则
THE COMPANIES ACT (AS AMENDED)
Company Limited by Shares
ARTICLES OF ASOCIATION
OF
Sunriver Starysea Tourism (Cayman) Co., Ltd.
INTERPRETATION
1.The Regulations contained or incorporated in Table A of the First Schedule of the
Companies Act shal not aply to this Company.
2.2.1In these Articles, the folowing terms shal have the meanings set oposite
unles the context otherwise requires:
Auditors
Company
Directors
Indemnified Person
means the Auditors (if any) for the time being
of the Company;
means the company incorporated in the
Cayman Islands under the name of
Sunriver Starysea Tourism (Cayman)
Co., Ltd.;
means such person or persons as shal
be apointed as the directors of the Company
for the time being or, as the case may be,
the directors asembled as a board;
means any Director, oficer or member of a
comite duly constituted under these
Articles and any liquidator, manager or
truste
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CI$50.00
15-May-2025
for the time being acting in relation to the
afairs of the Company, and his heirs,
executors, administrators, personal
representatives or sucesors or asigns;
Companies Act means the Companies Act (As Amended) of
the Cayman Islands and any amendment or
other statutory modification thereof and where
in these Articles any provision of the
Companies Act is refered to, the reference is
to that provision as modified by any
subsequent Companies Act for the time being
in force;
Member means a person who is registered in the Register
of Members as the holder of any Share in the
Company;
Memorandum of
Asociation
means the Memorandum of Asociation of the
Company for the time being in force;
Month means a calendar month;
Ordinary Resolution means a resolution of a general meting
pased by a majority of the Members entitled
to vote present at the meting or a writen
resolution signed by al Members entitled to
vote;
Registered Ofice means the registered ofice for the time being
of the Company in the Cayman Islands
required under the Companies Act;
Register of Members means the register of Members to be kept in
acordance with the Companies Act;
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Seal means the comon seal of the Company (if
any) or any facsimile or oficial seal (if any)
for the use outside the Cayman Islands;
Secretary includes a temporary or asistant or deputy
secretary and any person apointed by the
Directors to perform any of the duties of the
secretary of the Company;
Share means an ordinary voting share in the capital
of the Company and includes a fraction of a
share;
Special Resolution means a resolution of a general meting
pased by a two thirds majority of the
Members entitled to vote thereat present at the
meting or a writen resolution signed by al
Members entitled to vote and otherwise in
acordance with the Companies Act;
2.2 Words importing only the singular number include the plural number and
vice-versa.
2.3 Words importing only the masculine gender include the feminine and neuter
gender respectively.
2.4 Words importing persons only include companies or asociations or bodies
of persons whether incorporated or not.
2.5 Al reference herein to writing shal include typewriting, printing,
lithography, photography, Electronic Record and other modes of
representing or reproducing words in a legible and non-transitory form.
2.6 The word “may” shal be construed as permisive and the word “shal” shal
be construed as imperative.
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2.7 Unles the context otherwise requires, words and expresions defined in the
Companies Act bear the same meanings in these Articles.
2.8 Headings used herein are intended for convenience only and shal not afect
the construction of these Articles.
REGISTERED AND OTHER OFICES
3. The Registered Ofice of the Company shal be at such place in the Cayman Islands
as the Directors shal from time to time determine. The Company, in adition to its
Registered Ofice, may establish and maintain an ofice in the Cayman Islands or
elsewhere as the Directors may from time to time determine.
SHARE RIGHTS
4. Subject to the provisions, if any, in that behalf in the Memorandum of Asociation
and without prejudice to any special rights previously confered on the holders of
existing Shares, any Share may be isued with such prefered, defered, qualified
or other special rights or restrictions, whether in regard to dividend, voting, return
of capital or otherwise, as the Company may from time to time by Special
Resolution determine, and subject to the provisions of the Companies Act, any
Share may, with the sanction of a Special Resolution, be isued on the terms that it
is, or at the option of the Company or the holder is liable, to be redemed.
RECOGNITION OF TRUSTS
5. No person shal, except as required by law, be recognised by the Company as
holding any Share on any trust and no person other than the Member shal be
recognised by the Company as having any right in a Share.
VARIATION OF SHARE RIGHTS
6. If at any time the share capital is divided into diferent clases of Shares, the rights
atached to any clas of Shares (unles otherwise provided by the terms of isue of
the Shares of that clas) may be varied with the consent in writing of the holders of
not les than seventy-five percent of the isued Shares of that clas or with the
sanction of a special resolution pased by the holders of not les than seventy-five
percent of the isued Shares of that clas as may be present in person or by proxy
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at a separate general meting of the holders of the Shares of that clas. To every
such separate general meting, al of the provisions of these Articles relating to
general metings shal mutatis mutandis aply, but so that the necesary quorum
shal be any one or more persons holding or representing by proxy not les than one
third of the isued Shares of the clas and that any holder of Shares of the relevant
clas present in person or by proxy may demand a pol.
ISUE OF SHARES
7. The Shares shal be at the disposal of the Directors, and they may (subject to the
provisions of the Companies Act) ofer, alot, grant options over or otherwise
dispose of them to such persons, on such terms and conditions and for such
consideration, and at such times as they think fit, but so that no Share shal be isued
at a discount, except in acordance with the provisions of the Companies Act.
SHARE CERTIFICATES
8. Every person whose name is entered as a Member in the Register of Members may,
without payment, if requested be entitled to a certificate of the Company specifying
the Share or Shares held by him and the amount paid up thereon. Provided that in
respect of a Share or Shares held jointly by several persons, the Company shal not
be bound to isue more than one certificate, and delivery of a certificate to one of
several joint holders shal be suficient delivery to al.
9. If a share certificate is defaced, lost or destroyed it may be replaced on payment of
such fe, if any, and on such terms, if any, as to evidence and indemnity, as the
Directors think fit.
LIEN
10. The Company shal have a lien on every Share (not being a fuly paid Share) for al
moneys (whether presently payable or not) caled or payable at a date fixed by or
in acordance with the terms of isue of such Share in respect of that Share, and the
Company shal also have a lien on al Shares (other than fuly paid Shares) standing
registered in the name of a Member, whether singly or jointly with any other person
for al debts and liabilities of a Member or his estate to the Company, whether the
same shal have ben incured before or after notice to the Company of any interest
of any person other than such Member, and whether the time for the payment or
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discharge of the same shal have actualy arived or not, and notwithstanding that
the same are joint debts or liabilities of such Member or his estate and any other
person, whether a Member or not. The Directors may at any time, either generaly
or in any particular case, waive any lien that has arisen or declare any Share to be
wholy or in part exempt from the provisions of this Article. The Company’s lien,
if any, on a Share shal extend to al dividends payable thereon.
11. The Company may sel, in such maner as the Directors think fit, any Share on
which the Company has a lien, but no sale shal be made unles some sum in respect
of which the lien exists is presently payable nor until the expiration of thirty days
after a notice in writing, stating and demanding payment of the sum presently
payable and giving notice of the intention to sel in default of such payment, has
ben given to the registered holder for the time being of the Share.
12. The net proceds of sale by the Company of any Shares on which it has a lien shal
be aplied in or towards payment or discharge of the debt or liability in respect of
which the lien exists so far as the same is presently payable, and any residue shal
(subject to a like lien for debts or liabilities not presently payable as existed upon
the Shares prior to the sale) be paid to the person who was the registered holder of
the Share imediately before such sale.
13. For giving efect to any such sale, the Directors may authorise any person to transfer
the Share sold to the purchaser thereof. The purchaser shal be registered as the
holder of the Share comprised in any such transfer and he shal not be bound to se
to the aplication of the purchase money, nor shal his title to the Share be afected
by any iregularity or invalidity in the procedings in reference to the sale.
CALS ON SHARES
14. The Directors may from time to time make cals upon the Members in respect of
any moneys unpaid on their Shares (whether on acount of the par value of the
Shares or by way of premium or otherwise) and not, by the terms of isue thereof,
made payable at a future date fixed by or in acordance with such terms of isue;
and each Member shal (subject to the Company serving upon him at least thirty
days’ notice specifying the time or times and place of payment) pay to the Company
at the time or times and place so specified the amount caled on his Shares. A cal
may be revoked or postponed as the Directors may determine.
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15. A cal may be made payable by instalments and shal be demed to have ben made
at the time when the resolution of the Directors authorising the cal was pased.
16. The joint holders of a Share shal be jointly and severaly liable to pay cals in
respect thereof.
17. If a sum caled in respect of a Share is not paid before or on the day apointed for
payment thereof, the person from whom the sum is due shal pay interest on the
sum from the day apointed for the payment thereof to the time of the actual
payment at such rate as the Directors may determine, but the Directors shal be at
liberty to waive payment of such interest wholy or in part.
18. Any sum which, by the terms of isue of a Share, becomes payable on alotment or
at any date fixed by or in acordance with such terms of isue, whether on acount
of the nominal amount of the Share or by way of premium or otherwise, shal for
al the purposes of these Articles be demed to be a cal duly made, notified and
payable on the date on which, by the terms of isue, the same becomes payable and,
in case of non-payment, al the relevant provisions of these Articles as to payment
of interest, forfeiture or otherwise shal aply as if such sum had become payable
by virtue of a cal duly made and notified.
19. The Directors may make arangements on the isue of Shares for a diference
betwen the alotes or holders as to the amount of cals to be paid and the times
of payment.
20. The Directors may, if they think fit, receive from any Member wiling to advance
the same, al or any part of the moneys uncaled and unpaid upon any Shares held
by him; and upon al or any of the moneys so advanced may (until the same would,
but for such advance, become presently payable) pay interest at such rate (not
exceding without the sanction of the Company in general meting six per cent) as
may be agred upon betwen the Member paying the sum in advance and the
Directors.
FORFEITURE OF SHARES
21. If a Member fails to pay any cal or instalment of a cal on the day apointed for
payment thereof, the Directors may, at any time thereafter during such time as any
part of such cal or instalment remains unpaid, serve a notice on him requiring
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payment of so much of the cal or instalment as is unpaid, together with any interest
which may have acrued.
22. The notice shal name a further day (not being les than the expiration of thirty days
from the date of the notice) on or before which, and the place where, the payment
required by the notice is to be made, and shal state that in the event of non payment
on or before the day and at the place apointed, the Shares in respect of which the
cal was made wil be liable to be forfeited. The Directors may acept the surender
of any Share liable to be forfeited hereunder and, in such case, references to these
Articles to forfeiture shal include surender.
23. If the requirements of any such notice as aforesaid are not complied with, any Share
in respect of which the notice has ben given may at any time thereafter, before the
payment of al cals or instalments and interest due in respect thereof has ben
made, be forfeited by a resolution of the Directors to that efect. Such forfeiture
shal include dividends declared in respect of the forfeited Shares and not actualy
paid before the forfeiture.
24. A forfeited Share may be sold, re-ofered or otherwise disposed of either to the
person who was, before forfeiture, the holder thereof or entitled thereto or to any
other person upon such terms and in such maner as the Directors shal think fit,
and at any time before a sale, re-alotment or disposition, the forfeiture may be
canceled on such terms as the Directors think fit.
25. A person whose Shares have ben forfeited shal cease to be a Member in respect
of the forfeited Shares, but shal, notwithstanding the forfeiture, remain liable to
pay to the Company al moneys which at the date of forfeiture were presently
payable by him to the Company in respect of the Shares with interest thereon at
such rate as the Directors may determine from the date of forfeiture until payment,
but his liability shal cease if and when the Company receives payment in ful of al
amounts due in respect of the Shares. The Company may enforce payment without
being under any obligation to make any alowance for the value of the Shares
forfeited.
26. An afidavit in writing that the deponent is a Director of the Company or the
Secretary, and that a Share in the Company has ben duly forfeited on the date
stated in the afidavit, shal be conclusive evidence of the facts therein stated as
against al persons claiming to be entitled to the Share. The Company may receive
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the consideration, if any, given for the Share on any sale, re-alotment or disposition
thereof and may authorise some person to execute a transfer of the Share in favour
of the person to whom the Share is sold, re-aloted or disposed of, and he shal
thereupon be registered as the holder of the Share, and shal not be bound to se to
the aplication of the purchase money, if any, nor shal his title to the Share be
afected by any iregularity or invalidity in the procedings in reference to the
forfeiture, sale, re-alotment or disposal of the Share.
27. The provisions of these Articles as to forfeiture shal aply in the case of non
payment of any sum which, by the terms of isue of a Share, becomes payable at a
fixed time, whether on acount of the amount of the Share, or by way of premium
or otherwise, as if the same had ben made payable by virtue of a cal duly made
and notified.
REGISTER OF MEMBERS
28. The Directors shal establish and maintain; or cause to be established and
maintained, the Register of Members at the Registered Ofice or at such other place
determined by the Directors in the maner prescribed by the Companies Act.
TRANSFER OF SHARES
29. The instrument of transfer of any Share shal be executed by or on behalf of the
transferor and unles the Directors otherwise determine, the transfere. The
transferor shal be demed to remain the holder of the Share until the name of the
transfere is entered in the Register of Members in respect thereof.
30. Subject to such of the restrictions contained in these Articles (if any) as may be
aplicable, Shares shal be transfered by means of any usual or comon form
aproved by the Directors, from time to time, or, failing such determination, in the
folowing form:
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[Company]
(“Company”)
TRANSFER OF SHARE[S]
I/We [TRANSFEROR] of [TRANSFEROR ADRES] in consideration of the
sum of US$[1.00] paid to me/us by [TRANSFERE] of [TRANSFERE
ADRES] (hereinafter caled “the Transfere”) do hereby transfer to the
Transfere the [one] share[s] numbered [one] in the Company to hold the same unto
the Transfere subject to the several conditions on which I/we hold the same; and
I/we the Transfere do hereby agre to take the said share[s] subject to the
conditions aforesaid.
As witnes our hands the _ day of _ 201_.
Transferor:
_
[]
Transfere:
_
[]
31. The Directors may also decline to register any transfer unles:-
31.1 a fe not exceding one United States dolar is paid to the Company in
respect thereof; and
31.2 the instrument of transfer is acompanied by the certificate for the Shares
to which it relates (if any), and such other evidence as the Directors may
reasonably require to show the right of the transferor to make the transfer.
32. If the Directors decline to register a transfer of Shares, they shal, within one month
after the date on which the transfer was lodged with the Company, send to the
transfere notice of the refusal without any requirement to asign any reason
therefor.
33. The Directors may also suspend the registration of the transfers during the fourten
days imediately preceding any anual general meting of the Members in each
year.
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TRANSMISION OF SHARES
34. In the case of the death of a Member, the survivor or survivors, where the deceased
was a joint holder, and the legal personal representative, where he was sole holder,
shal be the only person recognised by the Company as having any title to the Share;
but nothing herein contained shal release the estate of a deceased holder (whether
the sole or joint) from any liability in respect of any Share held by him solely or
jointly with other persons. For the purpose of this Article, legal personal
representative means the person to whom probate or leters of administration has or
have ben granted in the Cayman Islands or, failing any such person, such other
person as the Directors may in their absolute discretion determine to be the person
recognised by the Company for the purpose of this Article.
35. Any person becoming entitled to a Share in consequence of the death or bankruptcy
of a Member or otherwise by operation of aplicable law may, subject as hereafter
provided and upon such evidence being produced as may from time to time be
required by the Directors as to his entitlement, either be registered himself as a
Member in respect of the Share or, instead of being registered himself, to make
such transfer of the Share as the deceased or bankrupt Member could have made.
If the person so becoming entitled elects to be registered himself, he shal deliver
or send to the Company a notice in writing signed by him stating that he so elects.
If he shal elect to transfer the Shares, he shal signify his election by signing an
instrument of transfer of such Shares in favour of his transfere. Al the limitations,
restrictions and provisions of these Articles relating to the right to transfer and the
registration of transfers of Shares shal be aplicable to any such notice or
instrument of transfer as aforesaid as if the death of the Member or other event
giving rise to the transmision had not ocured and the notice or instrument of
transfer was an instrument of transfer signed by such Member.
36. A person becoming entitled to a Share in consequence of the death or bankruptcy
of the Member shal (upon such evidence being produced as may from time to time
be required by the Directors as to his entitlement) be entitled to receive and may
give a discharge for any dividends or other monies payable in respect of the Share,
but he shal not be entitled in respect of the Share to receive notices of or to atend
or vote at general metings of the Company or, save as aforesaid, to exercise in
respect of the Share any of the rights or privileges of a Member until he shal have
become registered as the holder thereof. The Directors may at any time give notice
requiring such person to elect either to be registered himself or to transfer the Share
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and, if the notice is not complied with within sixty days, the Directors may
thereafter withold payment of al dividends and other monies payable in respect
of the Shares until the requirements of the notice have ben complied with.
CONVERSION OF SHARES INTO STOCK
37. The Company may by Ordinary Resolution convert any paid up Shares into stock,
and reconvert any stock into paid up Shares of any denomination.
38. The holders of stock may transfer the same, or any part thereof, in the same maner
and subject to the same regulations as and subject to which the Shares from which
the stock arose might prior to conversion have ben transfered, or as near thereto
as circumstances admit; but the Directors may from time to time fix the minimum
amount of stock transferable, and restrict or forbid the transfer of fractions of that
minimum, but the minimum shal not exced the nominal amount of the Shares
from which the stock arose.
39. The holders of stock shal, acording to the amount of the stock held by them, have
the same rights, privileges and advantages as regards dividends, voting at metings
of the Company and other maters as if they held the Shares from which the stock
arose, but no such privilege or advantage (except participation in the dividends and
profits of the Company) shal be confered by any such aliquot part of stock as
would not, if existing as Shares, have confered that privilege or advantage.
40. Such of the Articles of the Company as are aplicable to paid up Shares shal aply
to stock, and the words “Share” and “Member” herein shal include “stock” and
“stock holder”.
INCREASE OF CAPITAL
41. The Company may from time to time by Ordinary Resolution increase its share
capital by such sum, to be divided into new Shares of such par value, as the
resolution shal prescribe.
42. Subject to any direction to the contrary that may be given by the Company in a
general meting, al new Shares shal be at the disposal of the Directors in
acordance with Article 7.
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43. The new Shares, shal be subject to the same provisions of these Articles with
reference to lien, the payment of cals, lien, forfeiture, transfer, transmision and
otherwise as the Shares in the original share capital.
ALTERATION OF CAPITAL
44. The Company may from time to time by Ordinary Resolution:
44.1 consolidate and divide al or any of its share capital into Shares of larger par
value than its existing Shares;
44.2 sub divide its existing Shares, or any of them, into Shares of smaler par
value than is fixed by the Memorandum of Asociation, subject nevertheles
to the provisions of section 13 of the Companies Act; and
44.3 cancel any Shares which, at the date of the pasing of the resolution in that
behalf, have not ben taken or agred to be taken by any person.
45. The Company may from time to time by Special Resolution:
45.1 divide its Shares into several clases and atach thereto respectively any
preferential, defered, or special rights or restrictions in acordance with
Article 4; and
45.2 change the curency denomination of its share capital.
46. Subject to the provisions of the Companies Act and the Memorandum of
Asociation, the Company may:
46.1 purchase its own Shares, including any redemable Shares, provided that
the maner of purchase has first ben authorised by Ordinary Resolution,
and may make payment therefore or for any redemption of Shares in any
maner authorised by the Companies Act, including out of capital; and
46.2 reduce its share capital and any capital redemption reserve fund in any
maner whatsoever.
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GENERAL METINGS
47. The Directors may, whenever they think fit, convene a general meting. If at any
time there are not suficient Directors capable of acting to form a quorum, any
Director or any one or more Members holding in the agregate not les than one
third of the total isued share capital of the Company entitled to vote may convene
an extraordinary general meting in the same maner as nearly as posible as that
in which metings may be convened by the Directors
48. The Directors may, whenever they think fit, convene an extraordinary general
meting. If at any time there are not suficient Directors capable of acting to form
a quorum, any Director or any one or more Members holding in the agregate not
les than one third of the total isued share capital of the Company entitled to vote
may convene an extraordinary general meting in the same maner as nearly as
posible as that in which metings may be convened by the Directors.
49. The Directors shal, upon the requisition in writing of one or more Members
holding in the agregate not les than one tenth of such paid up capital of the
Company as at the date of the requisition caries the right of voting at general
metings, convene an extraordinary general meting. Any such requisition shal
expres the object of the meting proposed to be caled, and shal be left at the
Registered Ofice of the Company. If the Directors do not proced to convene a
general meting within twenty one days from the date of such requisition being left
as aforesaid, the Member or Members so requisitioning or any or either of them or
any other Member or Members holding in the agregate not les than one tenth of
such paid up capital of the Company as at the date of the requisition caries the right
of voting at general metings, may convene an extraordinary general meting to be
held at the Registered Ofice of the Company or at some convenient place within
the Cayman Islands at such time, subject to the Company’s Articles as to notice, as
the persons convening the meting fix.
NOTICE OF GENERAL METINGS
50. Five days notice at the least (exclusive of the day on which the notice is served or
demed to be served, and of the day for which the notice is given) specifying the
place, the day and the time of meting and, in the case of special busines, the
general nature of that busines shal be given in maner hereinafter provided, or in
such other maner (if any) as may be prescribed by the Company in general
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metings, to such persons as are entitled to vote or may otherwise be entitled under
the Articles of the Company to receive such notices from the Company. A general
meting may be convened by such shorter notice or without notice by a majority in
number of the Members having the right to atend and vote at the meting, being a
majority together holding not les than ninety-five percent in nominal value of the
Shares giving that right.
51. The acidental omision to give notice of a meting to, or the non receipt of a notice
of a meting by, any Member entitled to receive notice shal not invalidate the
procedings at any meting.
PROCEDINGS AT GENERAL METINGS
52. Al busines shal be demed special that is transacted at an extraordinary general
meting and al busines that is transacted at an anual general meting shal be
demed special with the exception of sanctioning a dividend, the consideration of
the acounts, balance shets, the report of the Directors and Auditors, and the
apointment and fixing of remuneration of Auditors.
53. No busines shal be transacted at any general meting unles a quorum of Members
is present at the time that the meting proceds to busines; one or more Members
present in person or by proxy shal be a quorum provided such Member or Members
hold at least a majority of the isued Shares but the absence of a quorum shal not
preclude the apointment, choice or election of a chairman, which shal not be
treated as part of the busines of the Meting.
54. A meting of the Members may be held by means of such telephone, electronic or
other comunication facilities (including, without limiting the generality of the
foregoing, by telephone or video conferencing) as permit al persons participating
in the meting to comunicate with each other simultaneously and instantaneously,
and participation in such a meting shal constitute presence in person at such
meting.
55. Any Director shal be entitled to atend and speak at any general meting of the
Company.
56. The chairman, if any, of the Board of Directors shal preside as chairman at every
general meting of the Company. If there is no such chairman, or if at any meting
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he is not present within five minutes after the time apointed for holding the
meting or is unwiling to act as chairman, the Directors present shal chose one
of their number to act or, if only one Director is present, he shal preside as chairman
if wiling to act. If no Director is present, or if each of the Directors present declines
to take the chair, the Members present and entitled to vote shal elect one of their
number to be chairman.
57. The chairman may with the consent of any meting at which a quorum is present
(and shal if so directed by the meting) adjourn the meting from time to time and
from place to place, but no busines shal be transacted at any adjourned meting
other than the busines left unfinished at the meting from which the adjournment
tok place. When a meting is adjourned for ten days or more, notice of the
adjourned meting shal be given as in the case of an original meting. Save as
aforesaid, it shal not be necesary to give any notice of an adjournment or of the
busines to be transacted at an adjourned meting.
VOTING
58. Save where a Special Resolution or other greater majority is required by the
Companies Act or these Articles, any question proposed for consideration at any
general meting shal be decided on by an Ordinary Resolution.
59. At any general meting a resolution put to the vote of the meting shal be decided
on a show of hands, unles (before or on the declaration of the result of the show
of hands or on the withdrawal of any other demand for a pol) a pol is demanded
by:
59.1 the chairman of the meting; or
59.2 at least thre Members present in person or represented by proxy; or
59.3 any Member or Members present in person or represented by proxy and
holding betwen them not les than one tenth of the total voting rights of al
the Members having the right to vote at such meting; or
59.4 a Member or Members present in person or represented by proxy holding
Shares confering the right to vote at such meting, being Shares on which
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an agregate sum has ben paid up equal to not les than one tenth of the
total sum paid up on al such Shares confering such right.
Unles a pol is so demanded, and the demand is not withdrawn, a declaration by
the chairman that a resolution has, on a show of hands, ben caried or caried
unanimously, or by a particular majority, or lost and an entry to that efect in the
minutes of the procedings of the Company, shal be conclusive evidence of the
fact, without prof of the number or proportion of the votes recorded in favour of,
or against, that resolution. The demand for a pol may be withdrawn by the person
or any persons making it at any time prior to the declaration of the result.
60. If a pol is duly demanded, it shal be taken in such maner as the chairman directs,
and the result of the pol shal be demed to be the resolution of the meting at
which the pol was demanded.
61. In the case of an equality of votes at a general meting, whether on a show of hands
or on a pol, the chairman of the meting at which the show of hands takes place or
at which the pol is demanded, shal not be entitled to a second or casting vote and
the resolution shal fail.
62. A pol demanded on the election of a chairman or on a question of adjournment
shal be taken forthwith. A pol demanded on any other question shal be taken in
such maner and either forthwith or at such time later in the Meting as the
chairman of the meting shal direct.
63. The demand for a pol shal not prevent the continuance of a meting for the
transaction of any busines other than the question on which the pol has ben
demanded and it may be withdrawn at any time before the close of the meting or
the taking of the pol, whichever is the earlier.
64. On a pol votes may be cast either personaly or by proxy.
65. A person entitled to more than one vote on a pol ned not use al his votes or cast
al the votes he uses in the same way.
66. On a show of hands, every Member present in person or by proxy and entitled to
vote shal have one vote. On a pol, every Member present in person or by proxy
and entitled to vote shal have one vote for each Share of which he is the holder.
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67. In the case of joint registered holders of a Share, the vote of the senior who tenders
a vote, whether in person or by proxy, shal be acepted to the exclusion of the
votes of the other joint holders; and for this purpose seniority shal be determined
by the order in which the names stand in the Register of Members in respect of the
joint holding.
68. A Member of unsound mind, or, in respect of whom an order has ben made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a
pol, by his receiver, comite, curator bonis or other person in the nature of a
receiver, comite or curator bonis or apointed by such court, and any such
receiver, comite, curator bonis or other person may vote by proxy and may
otherwise act and be treated as such Member for the purpose of the general
metings.
69. No Member, unles the Directors otherwise determine, shal be entitled to vote at
any general meting, unles al cals or other sums presently payable by him in
respect of Shares in the Company have ben paid.
70. If:-
70.1 any objection shal be raised to the qualification of any voter; or
70.2 any votes have ben counted which ought not to have ben counted or which
might have ben rejected; or
70.3 any votes are not counted which ought to have ben counted,
the objection or eror shal not vitiate the decision of the meting or adjourned
meting on any resolution unles the same is raised or pointed out at the meting
or, as the case may be, the adjourned meting, at which the vote objected to, is
given or tendered or at which the eror ocurs. Any objection or eror shal be
refered to the chairman of the meting and shal only vitiate the decision of the
meting on any resolution if the chairman decides that the same may have afected
the decision of the meting. The decision of the chairman on such maters shal be
final and conclusive.
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PROXIES AND CORPORATE REPRESENTATIVES
71. Any corporation which is a Member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to act as its
representative at any meting of the Company or of any clas of Members of the
Company, and the person so authorised shal be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could
exercise if it were an individual Member of the Company.
72. The instrument apointing a proxy or corporate representative shal be in writing
under the hand of the Member or his atorney or, if the Member is a corporation,
either under seal or under the hand of a director or oficer or atorney duly
authorised. A proxy or corporate representative ned not be a Member of the
Company.
73. Any Member may apoint a proxy or (if a corporation) representative for a specific
general meting, and adjournments thereof, or may apoint a standing proxy or (if
a corporation) representative. Any standing proxy or authorisation shal be valid
for al general metings and adjournments thereof or, in the case of a corporate
representative, resolutions in writing, until notice of revocation is received at the
Registered Ofice or at such place or places as the Directors may otherwise specify
for the purpose. Where a standing proxy or authorisation exists, its operation shal
be demed to have ben suspended at any general meting or adjournment thereof
at which the Member is present or in respect to which the Member has specialy
apointed a proxy or representative. The Directors may from time to time require
such evidence as they dem necesary as to the due execution and continuing
validity of any standing proxy or authorisation and the operation of any such
standing proxy or authorisation shal be demed to be suspended until such time as
the Directors determine that it has received the requested evidence or other
evidence satisfactory to it.
74. The instrument apointing a proxy or corporate representative, and the power of
atorney (if any) under which it is signed, together with such other evidence as to
its due execution as the Directors may from time to time require, shal be deposited
at the Registered Ofice of the Company or at such other place as is specified for
that purpose in the notice convening the meting no later than the time for holding
the meting or adjourned meting (or in any notice of any adjournment or, in either
case or the case of a writen resolution, in any document sent therewith) prior to the
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holding of the relevant meting or adjourned meting at which the person named in
the instrument proposes to vote or, in the case of a pol taken subsequently to the
date of a meting or adjourned meting, before the time apointed for the taking of
the pol, or, in the case of a writen resolution to be signed by a corporate
representative, prior to the efective date of the writen resolution, and in default
the instrument of proxy or authorisation shal not be treated as valid PROVIDED
that the chairman of the meting may in his discretion acept an instrument of proxy
or authorisation sent by email or telefax upon receipt of email or telefax
confirmation that the signed original thereof has ben sent.
75. An instrument apointing a proxy may be in the folowing form or any other form
aproved by the Directors and the Directors may, if they think fit, send out with the
notice of any meting, forms of instruments of proxy or authorisation for use at that
meting:
[Company]
I, _, of _, hereby apoint
_ of _ as my proxy, to vote for me
and on my behalf at the anual or extraordinary, as the case may be, general meting
of the Company to be held on _.
Dated: _
_
Name of Member:
76. The instrument apointing a proxy shal be demed to confer authority to demand
or join in demanding a pol, to speak at the meting and to vote on any amendment
of a writen resolution or amendment of a resolution put to the meting for which
it is given as the proxy thinks fit. The instrument of proxy or authorisation shal,
unles the contrary is stated therein, be valid as wel for any adjournment of the
meting as for the meting to which it relates.
77. A vote given in acordance with the terms of an instrument of proxy or
authorisation shal be valid notwithstanding the previous death or unsoundnes of
mind of the principal, or revocation of the instrument of proxy or of the corporate
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authority, provided that no intimation in writing of such death, unsoundnes of
mind or revocation shal have ben received by the Company at the Registered
Ofice (or such other place as may be specified for the delivery of instruments of
proxy or authorisation in the notice convening the meting or other documents sent
therewith) before the comencement of the meting or adjourned meting, or the
taking of the pol, or the day before the efective date of any writen resolution at
which the instrument of proxy or authorisation is used.
78. Subject to the Companies Act, the Directors may at their discretion waive any of
the provisions of these Articles relating to proxies or authorisations and, in
particular, may acept such verbal or other asurances as they think fit as to the
right of any person to atend, speak and vote on behalf of any Member at general
metings or to sign writen resolutions.
WRITEN RESOLUTIONS OF MEMBERS
79. An Ordinary Resolution or a Special Resolution (subject to the provisions of the
Companies Act) in writing signed by al the Members for the time being entitled to
receive notice of and to atend and vote at general metings, (or being corporations
by their duly authorised representatives) including a resolution signed in
counterpart by or on behalf of such Members or by way of signed telefax or
electronic transmision, shal be as valid and efective as if the same had ben
pased at a general meting of the Company duly convened and held.
80. For the purposes of this Article, the date of the resolution in writing is the date when
the resolution is signed by, or on behalf of, the last Member to sign and any
reference in any enactment to the date of pasing of a resolution is, in relation to a
resolution in writing made in acordance with this Article, a reference to such date.
81. A resolution in writing made in acordance with this Article shal constitute
minutes for the purposes of the Companies Act and these Articles.
APOINTMENT AND REMOVAL OF DIRECTORS
82. The names of the first Directors shal be determined in writing by the subscriber of
the Memorandum of Asociation.
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83. Al Directors, upon election or apointment must provide writen aceptance of
their apointment, in such form as the Directors may think fit, by notice in writing
to the Registered Ofice within thirty days of their apointment.
84. No Share holding qualification shal be required for Directors unles otherwise
required by the Company by Ordinary Resolution.
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
85. The ofice of Director shal ipso facto be vacated if the Director:
85.1 resigns his ofice by notice in writing to the Company; or
85.2 becomes of unsound mind or a patient for any purpose of any statute or
aplicable law relating to mental health and the Directors resolve that his
ofice is vacated; or
85.3 becomes bankrupt under the law of any country or makes any arangement
or composition with his creditors generaly; or
85.4 if he ceases to be a Director by virtue of, or becomes prohibited from being
a Director by reason of, an order made under any provisions of any law or
enactment.
ALTERNATE DIRECTORS
86. Any Director may in writing apoint another person to be his alternate and remove
his alternate so apointed. Any apointment or removal of an alternate by a
Director shal be efected by depositing a notice of apointment or removal at the
Registered Ofice, signed by such Director, and such apointment or removal shal
become efective on the date of receipt at the Registered Ofice. Any alternate may
be removed by resolution of the Directors. Subject as aforesaid, the alternate shal
continue in ofice until the date on which the relevant Director apointing him
ceases to be a Director. An alternate may also be a Director in his own right and
may act as alternate to more than one Director.
87. Every such alternate shal be entitled to receive notice of al metings of the
Directors and to atend, be counted in the quorum and vote at any such meting as
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a Director when the Director apointing him is not personaly present and, where
he is a Director in his own right, to have a separate vote on behalf of the Director
he is representing in adition to his own vote and generaly to perform al the
functions of any Director to whom he is alternate in his absence. Every person
acting as an alternate shal (except as regards powers to apoint an alternate and
remuneration) be subject in al respects to the provisions of these Articles relating
to Directors and shal alone be responsible to the Company for his acts and defaults,
shal be an oficer of the Company and shal not be demed to be the agent of or for
any Director for whom he is alternate. An alternate may be paid expenses and shal
be entitled to be indemnified by the Company to the same extent mutatis mutandis
as if he were a Director. The signature of an alternate to any resolution in writing
of the Director or a comite there shal, unles the terms of this apointment
provides to the contrary, be as efective as the signature of the Director or Directors
to whom he is alternate.
DIRECTORS’ FES AND EXPENSES
88. The amount, if any, of Directors’ fes shal from time to time be determined by the
Company in general meting or, in the absence of such a determination, by the
Directors. Unles otherwise determined to the contrary, such fes shal be demed
to acrue from month to month. Each Director shal also be entitled to be paid his
reasonable traveling, hotel and other expenses properly incured by them in going
to, atending and returning from metings of the Directors, or any comite of the
Directors, or general metings of the Company, or otherwise in conection with the
busines of the Company, or to receive a fixed alowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one
such method and partly the other. Any director who, by request, performs services
which in the opinion of the Directors go beyond the ordinary duties of a Director,
may be paid such extra remuneration (whether by way of salary, comision,
participation in profits or otherwise) as the Directors may determine, and such extra
remuneration shal be in adition to any remuneration provided for by or pursuant
to any other Article.
DIRECTORS’ INTERESTS
89. A Director may hold any other ofice or place of profit with the Company (except
that of Auditor) in conjunction with his ofice of Director for such period and upon
such terms as the Directors may determine, and may be paid such extra
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remuneration therefore (whether by way of salary, comision or participation in
profits or otherwise) as the Directors may determine, and such extra remuneration
shal be in adition to any remuneration provided for by or pursuant to any other
Article.
90. A Director or oficer may act by himself or his firm in a profesional capacity for
the Company (otherwise than as Auditor), and he or his firm shal be entitled to
remuneration for profesional services as if he were not a Director or oficer.
91. No Director or oficer shal be disqualified from his ofice or prevented by such
ofice from holding any ofice or place of profit under the Company or under any
company in which the Company shal be a Member or have any interest, or from
contracting with the Company, either as vendor, purchaser or otherwise, nor shal
any such contract or any contract or transaction entered into by or on behalf of the
Company in which any Director of oficer shal be in any way interested be or be
liable to be avoided nor shal any Director or oficer so contracting, dealing or being
so interested be liable to acount to the Company for any profit realised by any such
contract or transaction by reason of such Director holding ofice or of the fiduciary
relation thereby established.
92. A Director (or his alternate Director in his absence) who discloses his interest as
required by this Article shal be counted in the quorum of any relevant meting
which he atends and shal be at liberty to vote in respect of any contract, dealing
or transaction in which he is so interested as aforesaid.
93. The nature of the interest of any Director or oficer in any contract, dealing or
transaction with or afecting the Company shal be disclosed by him at or prior to
its consideration and any vote thereon and a general notice that a Director or oficer
is a shareholder of any specified firm or company and/or is to be regarded as
interested in any transaction with such firm or company shal be suficient
disclosure hereunder and after such general notice it shal not be necesary to give
special notice relating to any particular transaction.
POWERS AND DUTIES OF DIRECTORS
94. The busines of the Company shal be managed by the Directors, who may pay al
expenses incured in promoting and registering the Company and may exercise al
such powers of the Company as are not, by the la or these Articles, required to be
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exercised by the Company in general meting, subject, nevertheles, to any clause
of these Articles, to the provisions of the Companies Act, and to such regulations,
being not inconsistent with the aforesaid clauses or provisions, as may be prescribed
by the Company in general meting but no regulation made by the Company in
general meting shal invalidate any prior act of the Directors which would have
ben valid if that regulation had not ben made.
95. The Directors may exercise al the powers of the Company to borow money and
to mortgage or charge its undertaking, property and asets (present and future) and
uncaled capital or any part thereof, to isue debentures, debenture stock and other
securities and guarantes whenever money is borowed or as security for any debt,
liability or obligation of the Company or of any third party.
96. Al cheques, promisory notes, drafts, bils of exchange and other instruments,
whether negotiable or not, and al receipts for moneys paid to the Company shal
be signed, drawn, acepted, endorsed, or otherwise executed, as the case may be,
in such maner as the Directors shal from time to time by resolution determine.
97. The Directors on behalf of the Company may provide benefits, whether by the
payment of gratuities or pensions or otherwise, for any person including any
Director or former Director who has held any executive ofice or employment with
the Company or any body corporate which is or has ben a subsidiary or afiliate
of the Company or a predecesor in the busines of the Company or of any such
subsidiary or afiliate, and to any member of his family or any person who is or was
dependent on him, and may contribute to any fund and pay premiums for the
purchase or provision of any such gratuity, pension or other benefit, or for the
insurance of any such person.
98. No document or ded otherwise duly executed and delivered by or on behalf of the
Company shal be regarded as invalid merely because at the date of delivery of the
ded or document, the Director, Secretary or other oficer or person who shal have
executed the same and/or afixed the Seal (if any) thereto as the case may be for
and on behalf of the Company shal have ceased to hold such ofice or to hold such
authority on behalf of the Company.
99. The Directors may :
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99.1 delegate to entrust to and confer on any one Director such of its powers,
authorities and discretions (with power to sub-delegate to such person or
persons as the Director may apoint) for such time, on such terms and
subject to such conditions as it thinks fit; and
99.2 revoke, withdraw, alter or vary al or any of such powers.
100. The Directors may apoint one or more of their number to an ofice including the
ofice of chairman, vice-chairman, managing director or manager or any other
ofice for such period and on such terms as they think fit (including provisions for
remuneration) and the Directors may delegate to such ofice holder such of their
powers as they consider desirable to be exercised by him or her. Any such
delegation may be made subject to such conditions that the Directors may impose
and may be revoked or varied in the discretion of the Directors.
101. The Directors may delegate any of their powers to a comite consisting of one
or more Directors. Any such delegation may be made subject to such conditions as
the Directors may impose and may be revoked or altered. Subject to such
conditions, the procedings of a comite with two or more members shal be
governed by the provisions of the Articles regulating the procedings of Directors
so far as they are capable of aplying. Where a provision of the Articles refers to
the exercise of a power, authority or discretion by the Directors and that power,
authority or discretion has ben delegated by the Directors to a comite the
provisions shal be construed as permiting the exercise of the power, authority or
discretion by the comite.
102. Notwithstanding any provision in these Articles to the contrary, a sole Director shal
be entitled to exercise al of the powers and functions of the Directors which may
be imposed on them by Companies Act or by these Articles.
POWER TO APOINT OFICERS
103. The Directors may apoint any person who is not a Director to hold an ofice in the
Company. Such oficers may be given such titles as the Directors may decide and
may be apointed for such term and at such remuneration and with such powers
and duties as the Directors may think fit. Any oficer so apointed by the Directors
may be removed by the Directors.
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POWER TO APOINT AGENTS OTHER THAN OFICERS
104. The Directors may (or for the avoidance of any doubt any one Director who has
ben granted authority to do so pursuant to the provisions set out in these Articles
of Asociation may), from time to time and at any time by power of atorney or
otherwise apoint on such terms as the Directors think fit any person or persons to
act as an agent or as agents of the Company for such purposes and on such
conditions as they shal determine subject to the provisions of this Article. The
Directors may, from time to time and at any time, delegate to any such agent or
agents, on such terms and subject to such conditions as the Directors think fit, any
of the powers, authorities and discretions for the time being vested in the Directors
other than any of their powers with regard to shares (which shal include but shal
not be limited to powers to isue shares, isue cals, declare any shares to be exempt
from a lien, aprove any transfer of shares or forfeit shares), they shal also not
have authority to declare interim dividends, convene general metings or board
metings, comit the Company to borow any asets or lend any asets of the
Company or otherwise comit the Company to enter into any liability unles
specificaly authorized by the Board of Directors, grant indemnities or pledge any
asets on behalf of the Company unles specificaly authorized by the Board of
Directors, employ persons or terminate employes or comit the Company to any
transaction which is outside the normal course of its busines or otherwise outside
the scope of their authority as determined by the Board of Directors. The Directors
may, at any time, terminate the apointment of any such person as agent of the
Company or vary the terms of any such delegation but no third party dealing in
god faith with such agent and without notice of any such termination or variation
shal be afected thereby.
105. Any such agent apointed as aforesaid may be authorised by the Directors to sub-
delegate al or any of the powers, authorities or discretions for the time being vested
in him or her subject to any terms and conditions as the Directors think fit.
POWER TO ESTABLISH COMITES
106. In adition to the powers of the Directors to establish comites under these
Articles of Asociation the membership of which comprises only a Director or
Directors, the Directors may establish comites and apoint any person to be a
member of such comite, such persons may include Directors, oficers, agents
apointed pursuant to these Articles of Asociation or other persons as selected by
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the Directors. Any comite shal be established subject to such conditions as the
Directors may impose provided that where the comite members do not consist
exclusively of Directors such apointment shal not be to the exclusion of the
Directors powers and may be revoked or altered by the Directors at any time. The
procedings of any such comite shal be governed by the Articles regulating the
procedings of Directors so far as they are capable of aplication.
APOINTMENTS OF ATORNEYS
107. The Directors may by power of atorney apoint any person to be the atorney of
the Company for such purposes and with such powers, authorities and discretions
(not exceding those vested in or exercisable by the Directors under these Articles)
and for such period and subject to such conditions as they think fit. The power of
atorney may contain such provisions for the protection and convenience of persons
dealing with the atorney as the Directors think fit. Any such atorney apointed as
aforesaid may be authorised by the Directors to sub-delegate al or any of the
powers, authorities or discretions for the time being vested in him or her subject to
any terms and conditions as the Directors think fit.
PROCEDINGS OF DIRECTORS
108. The Directors may met together (either within or without the Cayman Islands) for
the despatch of busines, adjourn, and otherwise regulate their metings and
procedings, as they think fit. Questions arising at any meting shal be decided by
a majority of votes. In case of an equality of votes the chairman shal not have a
second or casting vote and the motion shal be demed to have ben lost.
109. A Director or alternate Director may, and the Secretary on the requisition of a
Director or alternate Director shal, at any time, sumon a meting of Directors by
at least five days notice in writing to every Director and alternate Director which
notice shal set forth the general nature of the busines to be considered
PROVIDED HOWEVER that notice may be waived by al the Directors (or their
alternates) either at, before or retrospectively after the meting is held PROVIDED
FURTHER that notice or waiver thereof may be given by telex or telefax.
110. The quorum necesary for the transaction of the busines of the directors may be
fixed by the directors, and unles so fixed shal, when the number of directors is
one, be one, and when the number of directors exceds one, be two. For the purpose
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of this Article, an alternate apointed by a Director shal be counted in a quorum at
a meting at which the Director apointing him is not present. Any Director who
ceases to be a Director at a meting of the Directors may continue to be present and
to act as a Director and be counted in the quorum until the termination of the
meting if no other Director objects and if otherwise a quorum of Directors would
not be present.
111. The continuing Directors may act notwithstanding any vacancy in their body, but,
if and so long as their number is reduced below the number fixed by or pursuant to
the Articles of the Company as the necesary quorum of Directors, the continuing
Directors may act for the purpose of increasing the number of Directors to that
number, or of sumoning a general meting of the Company, but for no other
purpose.
112. The Directors may elect a chairman of their metings and determine the period for
which he is to hold ofice; but if no such chairman is elected, or if at any meting
the chairman is not present within five minutes after the time apointed for holding
the same, the Directors present may chose one of their number to be chairman of
the meting.
113. A resolution in writing signed by al of the Directors or al of the members of a
comite of Directors for the time being entitled to receive notice of a meting of
the Directors (or by an alternate Director as provided in these Articles), including
a resolution signed in counterpart or by way of signed telefax or electronic
transmision, shal be as valid and efectual as if it had ben pased at a meting of
the Directors or of a comite of Directors duly caled and constituted.
114. To the extent permited by law, a meting of the Directors or a comite apointed
by the Directors may be held by means of such telephone, electronic or other
comunication facilities (including, without limiting the generality of the
foregoing, by telephone or by video conferencing) as permit al persons
participating in the meting to comunicate with each other simultaneously and
instantaneously and participation in such a meting shal constitute presence in
person at such meting. Such a meting shal be demed to take place where the
largest group of those Directors participating in the meting is physicaly
asembled, or, if there is no such group, where the chairman of the meting then is.
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115. Al acts done by any meting of the Directors or of a comite of Directors, or by
any person acting as a Director shal, notwithstanding that it be afterwards
discovered that there was some defect in the apointment of any such Director or
person acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such person had ben duly apointed and was qualified to be a Director.
COMITES OF DIRECTORS
116. The Directors may delegate any of their powers to comites consisting of such
member or members of their body as they think fit; any comite so formed shal,
in the exercise of the powers so delegated, conform to any regulations that may be
imposed on it by the Directors.
117. A comite may elect a chairman of its metings; if no such chairman is elected,
or if at any comite meting the chairman is not present within five minutes after
the time apointed for holding the same, the members present may chose one of
their number to be chairman of the comite meting.
118. A comite may met and adjourn as it thinks proper. Questions arising at any
comite meting shal be determined by a majority of votes of the members
present and in case of an equality of votes the comite chairman shal not have a
second or casting vote and the motion shal be demed to have ben lost.
DIRECTORS’ PROXIES
119. A Director may apoint any person to act as his proxy to atend and vote on his
behalf at metings of the Directors or any comite of Directors. Such
apointment must be made in writing under the hand of the apointor, and may at
any time be revoked in like maner, and may be general or for a specified period,
or for specified metings, or for specified resolutions, and may authorise and direct
the apointe to be chairman if the apointor would, if present, be entitled to
preside. The form of apointment of proxy may contain directions to the proxy to
vote in acordance with instructions given by that Director or, in the absence of
such instructions, the proxy may act in his discretion. Notice of every such
apointment or revocation must be presented to the meting of Directors at which
the proxy is to be used or first used prior to the comencement of such meting. A
proxy may be given by telex or telefax. The apointe ned not be a Director or
Member of the Company, but he must furnish the Company with his adres.
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OFICERS
120. The Directors may apoint a Secretary and such other oficers as may from time to
time be required upon such terms as to duration of ofice, remuneration and
otherwise as they may think fit. Such Secretary or other oficers ned not be
Directors and in the case of the other oficers may be ascribed such titles as the
Directors may decide and the Directors may revoke or terminate any such election
or apointment. Any such revocation or termination shal be without prejudice to
any claim for any damages that such oficer may have against the Company or the
Company may have against such oficer for any breach of any contract of service
betwen him and the Company which may be involved in such revocation or
termination. Save as provided in the Companies Act or these Articles, the powers
and duties of the oficers of the Company shal be such (if any) as are determined
from time to time by the Directors.
MINUTES
121. The Directors shal cause minutes to be made and records kept for the purpose of
recording:-
121.1 al apointments of oficers made by the Directors;
121.2 the names of the Directors and other persons present at each meting of the
Directors and of any comite of the Directors;
121.3 al resolutions and procedings at al metings of the Members of the
Company or any clas of Members and of the Directors and of comites
of Directors; and the chairman of al such metings or of any meting
confirming the minutes thereof shal sign the same.
SEALS AND DEDS
122. If the Directors determine that the Company shal have a Seal, the Directors shal
provide for the safe custody of the comon Seal and the comon Seal of the
Company shal not be afixed to any instrument except by the authority of a
resolution of the Directors, and in the presence of a Director or of the Secretary or
of such other person as the Directors may apoint for the purpose; and that Director
or the Secretary or other person as aforesaid shal sign every instrument to which
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the comon Seal of the Company is so afixed in his presence. Notwithstanding
the provisions hereof, anual returns and notices filed under the Companies Act
may be executed either as a ded in acordance with the Companies Act or by the
comon Seal being afixed thereto in either case without the authority of a
resolution of the Directors by one Director or the Secretary.
123.The Company may maintain a facsimile of any comon Seal in such countries or
places as the Directors shal apoint and such facsimile Seal shal not be afixed to
any instrument except by the authority of the Directors and in the presence of such
person or persons as the Directors shal for this purpose apoint and such person or
persons as aforesaid shal sign every instrument to which the facsimile Seal of the
Company is so afixed in his presence and such afixing of the facsimile Seal and
signing as aforesaid shal have the same meaning and efect as if the comon Seal
had ben afixed in the presence of and the instrument signed by a Director or the
Secretary or such other person as the Directors may apoint for the purpose.
124.In acordance with the Companies Act, the Company may execute any ded or
other instrument which would otherwise be required to be executed under Seal by
the signature of such ded or instrument as a ded by a Director or by the Secretary
of the Company or by such other person as the Directors may apoint or by any
other person or atorney on behalf of the Company apointed by a ded or other
instrument executed as a ded by a Director or the Secretary or such other person
as aforesaid.
DIVIDENDS
125.The Directors may from time to time declare dividends to be paid to the Members
acording to their rights and interests, including such interim dividends as apear
to the Directors to be justified by the position of the Company. The Directors may
also pay any fixed cash dividend which is payable on any Shares of the Company
half yearly or on such other dates, whenever the position of the Company, in the
opinion of the Directors, justifies such payment.
126.No dividend shal be paid otherwise than out of profits or out of monies otherwise
available for dividend in acordance with the Companies Act.
127.Subject to the rights of Members, if any, entitled to Shares with special rights as to
dividends, al dividends shal be declared and paid acording to the amount paid up
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on the Shares in respect of which the dividend is paid and any dividend on any clas
of Shares not fuly paid shal be declared and paid acording to the amounts paid
on the Shares of that clas, but if and so long as nothing is paid up on any of the
Shares in the Company, dividends may be declared and paid acording to the
number of Shares. No amount paid on a Share in advance of cals shal, while
carying interest, be treated for the purposes of this Article as paid on the Share.
Dividends may be aportioned and paid pro rata acording to the amounts paid-up
on the Shares during any portion or portions of the period in respect of which the
dividend is paid.
128. The Directors may deduct from any dividend, distribution or other monies payable
to a Member by the Company on or in respect of any Shares al sums of money (if
any) presently payable by him to the Company on acount of cals or otherwise in
respect of Shares of the Company.
129. If several persons are registered as joint holders of any Share, any of them may give
efectual receipts for any dividend or other moneys payable on or in respect of the
Share.
130. Any dividend may be paid by cheque or warant sent through the post to the adres
of the Member or person entitled thereto in the Register of Members or, in the case
of joint holders adresed to the holder whose name stands first in the Register of
Members in respect of the Shares at his registered adres as apearing on the
Register of Members or to such person and such adres as the Member or person
entitled or such joint holders as the case may be may direct in writing. Every such
cheque or warant shal, unles the holder or joint holders may in writing direct, be
made payable to the order of the person to whom it is sent or to the order of the
holder or, in the case of joint holders, to the order of the holder whose name stands
first in the Register of Members in respect of such Shares, and shal be sent at his
or their risk and payment of the cheque or warant by the bank on which it is drawn
shal constitute a god discharge to the Company. Any one of two or more joint
holders may give efectual receipts for any dividends, distributions or other monies
payable or property distributable in respect of the Shares held by such joint holders.
131. The Directors may declare that any dividend or distribution is paid wholy or partly
by the distribution of specific asets and, in particular, of paid up shares, debentures
or debenture stock of any other company or in any one or more of such ways, and
where any dificulty arises in regard to such dividend or distribution, the Directors
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may setle the same as they think expedient, and in particular may isue fractional
certificates or ignore fractions altogether and may fix the value for dividend or
distribution of such specific asets or any part thereof and may determine that cash
payments shal be made to any Members upon the foting of the value so fixed in
order to secure equality of distribution, and may vest any such specific asets in
trustes as may sem expedient to the Directors.
132. No dividend or other distribution or other monies payable by the Company on or in
respect of any Share shal bear interest against the Company. Al unclaimed
dividends or distributions may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed. Any dividend or distribution
unclaimed by a Member six years after the dividend or distribution payment date
shal be forfeited and revert to the Company.
RESERVES
133. The Directors may, before declaring any dividend, set aside such sums as they think
proper as a reserve or reserves which shal, at the discretion of the Directors, be
aplicable for meting contingencies, or for equalising dividends, or for any other
purpose of the Company, and pending such aplication may, at the like discretion,
either be employed in the busines of the Company or be invested in such
investments as the Directors may from time to time think fit. The Directors may
also without placing the same to reserve cary forward any sums which they think
it prudent not to distribute.
CAPITALISATION OF PROFITS
134. The Directors may capitalise any sum standing to the credit of any of the Company’s
reserve acounts which are available for distribution (including its share premium
acount and capital redemption reserve fund, subject to the Companies Act) or any
sum standing to the credit of the profit and los acount or otherwise available for
distribution and to apropriate such sums to Members in the proportions in which
such sum would have ben divisible amongst them had the same ben a distribution
of profits by way of dividend and to aply such sum on their behalf in paying up in
ful unisued Shares for alotment and distribution credited as fuly paid up to and
amongst them in the proportion aforesaid.
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135. Where any dificulty arises in regard to any distribution under the last preceding
Article, the Directors may setle the same as they think expedient and, in particular,
may authorise any person to sel and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the corect proportion but
not exactly so or may ignore fractions altogether, and may determine that cash
payments should be made to any Members in order to adjust the rights of al parties,
as may sem expedient to the Directors. The Directors may apoint any person to
sign on behalf of the persons entitled to participate in the distribution any contract
necesary or desirable for giving efect thereto and such apointment shal be
efective and binding upon the Members.
RECORD DATE
136. The Directors may fix in advance a date as the record date for any determination of
Members entitled to notice of or to vote at a meting of the Members and, for the
purpose of determining the Members entitled to receive payment of any dividend,
the Directors may, at or within 90 days prior to the date of the declaration of such
dividend, fix a subsequent date as the record date for such determination. If no
record date is fixed for the determination of Members entitled to notice of or to vote
at a meting of Members or Members entitled to receive payment of a dividend, the
date on which notice of the meting is mailed or the date on which the resolution
of the Directors declaring such dividend is adopted, as the case may be, shal be the
record date for such determination of Members. When a determination of Members
entitled to vote at any meting of Members has ben made as provided in this
section, such determination shal aply to any adjournment thereof.
ACOUNTING RECORDS
137. The Directors shal cause to be kept acounting records suficient to give a true and
fair view of the state of the Company’s afairs and to show and explain its
transactions and otherwise in acordance with the Companies Act.
138. The acounting records shal be kept at the Registered Ofice or at such other place
or places as the Directors think fit, and shal at al times be open to inspection by
the Directors. No Member (who is not also a Director) shal have any right to
inspect any acounting record or bok or document of the Company except as
confered by law or authorised by the Director or by the Members by Ordinary
Resolution.
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139. The Company in general meting may determine (or revoke, alter or amend any
such determination) or, failing such determination, the Directors may determine (or
revoke, alter or amend any such determination:
139.1 that the acounts of the Company be audited and the apointment of the
Auditors;
139.2 that there be prepared and sent to each Member and other person entitled
thereto a profit and los acount, a balance shet, group acounts and/or
reports for such period and on such terms as they may determine; and
139.3 that there be laid before the Company in general meting a copy of every
balance shet together with a copy of the Auditor’s report.
SERVICE OF NOTICES AND DOCUMENTS
140. Any notice or other document (including a share certificate) or comunication may
be given to any Member by the Company either personaly or by sending it by
courier, post, telex, telefax or email to him to his registered adres, or (if he has
no registered adres) to the adres, if any, suplied by him to the Company for
the giving of notices to him. Any notice shal be demed to be efected
140.1 if delivered personaly or sent by courier, by properly adresing and
prepaying a leter containing the notice; and to have ben efected, in the
case of a notice of a meting, when delivered;
140.2 if sent by post, by properly adresing, prepaying, and posting a leter
containing the notice (by airmail if available) and to have ben efected, in
the case of a notice of a meting, at the expiration of thre days after it was
posted; and
140.3 if sent by telex, telefax or email by properly adresing and sending such
notice through the apropriate transmiting medium and to have ben
efected on the day the same is sent.
141. A notice may be given by the Company to the joint holders of a Share by giving
the notice to the joint holder named first in the Register of Members in respect of
the Share.
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142. A notice may be given by the Company to the person entitled to a Share in
consequence of the death or bankruptcy of a Member by sending it through the post
in a prepaid leter adresed to them by name, or by the title of representatives of
the deceased, or truste of the bankrupt, or by any like description, at the adres,
if any, suplied for the purpose by the persons claiming to be so entitled, or (until
such an adres has ben so suplied) by giving the notice in any maner in which
the same might have ben given if the death or bankruptcy had not ocured.
143. Notice of every general meting shal be given in any maner hereinbefore
authorised to:
143.1 every Member entitled to vote except those Members entitled to vote who
(having no registered adres) have not suplied to the Company an adres
for the giving of notices to them; and
143.2 every person entitled to a Share in consequence of the death or bankruptcy
of a Member, who, but for his death or bankruptcy would be entitled to
receive notice of the meting.
144. No other persons shal be entitled to receive notices of general meting.
WINDING UP
145. If the Company shal be wound up, the liquidator may, with the sanction of a
Special Resolution of the Company and any other sanction required by the
Companies Act, divide amongst the Members in specie or kind the whole or any
part of the asets of the Company (whether they shal consist of property of the
same kind or not) and may for such purpose set such value as he dems fair upon
any property to be divided as aforesaid and may determine how such division shal
be caried out as betwen the Members or diferent clases of Members. The
liquidator may, with the like sanction, vest the whole or any part of such asets in
trustes upon such trusts for the benefit of the contributories as the liquidator, with
the like sanction, shal think fit, but so that no Member shal be compeled to acept
any Shares or other securities whereon there is any liability.
146. If the Company shal be wound up and the asets available for distribution amongst
the Members as such shal be insuficient to repay the whole of the paid up capital,
such asets shal be distributed so that, as nearly as may be, the loses shal be borne
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by the Members in proportion to the capital paid up, or which ought to have ben
paid up, at the comencement of the winding up, on the Shares held by them
respectively. And if in a winding up the asets available for distribution amongst
the Members shal be more than suficient to repay the whole of the capital paid up
at the comencement of the winding up, the exces shal be distributed amongst
the Members in proportion to the capital paid up at the comencement of the
winding up on the Shares held by them respectively. This Article is to be without
prejudice to the rights of the holders of Shares isued upon special terms and
conditions.
INDEMNITY
147. Every Director (including for the purposes of this Article, any alternate Director
apointed pursuant to the provisions of these Articles), managing Director,
Secretary or other oficer for the time being and from time to time of the Company
and the personal representatives of the same shal be indemnified and secured
harmles out of the asets and funds of the Company against al actions,
procedings, costs, charges, expenses, loses, damages or liabilities incured or
sustained by him otherwise than by reason of his own actual fraud or wilful default
in or about the conduct of the Company’s busineses or afairs or in the execution
or discharge of his duties, powers, authorities or discretions, including without
prejudice to the generality of the foregoing, any costs, expenses, loses or liabilities
incured by him in defending (whether sucesfuly or otherwise) any civil
procedings concerning the Company or its afairs.
148. No such Director, alternate Director, managing Director, Secretary or other oficer
of the Company shal be liable (i) for the acts, receipts, neglects or defaults or
omisions of any other such Director or oficer or agent of the Company or (i) by
reason of his having joined in any receipt for money not received by him personaly
or in any other act to which he was not a direct party for conformity or (i) for any
los on acount of defect of title to any property of the Company or (iv) on acount
of the insuficiency of any security in or upon which any money of the Company
shal be invested or (v) for any los incured through any bank, broker, or other
agent or any other party with whom any of the Company’s property may be
deposited or (vi) for any los, damage or misfortune whatsoever which may hapen
in or arise from the execution or discharge of the duties, powers, authorities or
discretions of his ofice or in relation thereto or in the case of an agent in relation
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to his position as agent, unles the same shal hapen through his own actual fraud
or wilful default.
149.The Directors may exercise al the powers of the Company to purchase and
maintain insurance for the benefit of a person who is or was a Director, alternate
Director, managing Director, Secretary or other oficer or auditor of the Company
or of a company which is or was a subsidiary undertaking of the Company or in
which the Company has or had an interest (whether direct or indirect) indemnifying
him against any liability which may lawfuly be insured against by the Company.
ORGANISATION EXPENSES
150.The preliminary and organisation expenses incured in forming the Company shal
be paid by the Company and may be amortised in such maner and over such period
of time and at such rate as the Directors shal determine and the amount so paid
shal in the acounts of the Company, be charged against income and/or capital.
CONTINUATION
151.If the Company is registered as an exempted company as defined in the Companies
Act, it shal have the power, subject to the provisions of the Companies Act and
with the aproval of a Special Resolution, to continue as a body incorporated under
the laws of any jurisdiction outside of the Cayman Islands and to be de-registered
in the Cayman Islands.
FINANCIAL YEAR
152.Unles the Directors otherwise prescribe, the financial year of the Company shal
end on 31st December in each year and, folowing the year of incorporation, shal
begin on 1st January in each year.
AMENDMENT OF MEMORANDUM AND ARTICLES
153.Subject to and insofar as permited by the provisions of the Companies Act the
Company may from time to time by Special Resolution alter or amend its
Memorandum of Asociation or these Articles in whole or in part; Provided
however that no such amendment shal afect the rights ataching to any clas of
Shares without the consent or sanction provided for in Article 6.
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CAYMAN ISLANDS DATA PROTECTION
154. Company is a “data controler” for the purposes of the Data Protection Act (as
amended) (the DPA). By virtue of subscribing for and holding Shares in the
Company, Shareholders provide the Company with certain information (Personal
Data) that constitutes “personal data” under the DPA. Personal Data includes,
without limitation, the folowing information relating to a Shareholder and/or any
natural person(s) conected with a Shareholder (such as a Shareholder’s individual
directors, members and/or beneficial owner(s): name, residential adres, email
adres, corporate contact information, other contact information, date of birth,
place of birth, pasport or other national identifier details, national insurance or
social security number, tax identification, bank acount details and information
regarding asets, income, employment and source of funds.
155. The Company proceses such Personal Data for the purposes of:
a) performing contractual rights and obligations (including under the
Memorandum and these Articles);
b) complying with legal or regulatory obligations (including those
relating to anti-money laundering and counter-terorist financing,
preventing and detecting fraud, sanctions, automatic exchange of tax
information, requests from governmental, regulatory, tax and law
enforcement authorities, beneficial ownership and the maintenance
of statutory registers); and
c) the legitimate interests pursued by the Company or third parties to
whom Personal Data may be transfered, including to manage and
administer the Company, to send updates, information and notices
to Shareholders or otherwise corespond with Shareholders
regarding the Company, to sek profesional advice (including legal
advice), to met acounting, tax reporting and audit obligations, to
manage risk and operations and to maintain internal records.
156. The Company transfers Personal Data to certain third parties who proces the
Personal Data on the Company’s behalf, including third party service providers that
it apoints or engages to asist with its management, operation, administration and
legal, governance and regulatory compliance. In certain circumstances, the
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Company may be required by law or regulation to transfer Personal Data and other
information with respect to one or more Shareholders to a governmental,
regulatory, tax or law enforcement authority. That authority may, in turn, exchange
this information with another governmental, regulatory, tax or law enforcement
authority established in or outside the Cayman Islands.
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Name, adres and description of the subscriber Number of shares taken
One Share
Dated: 15 of May 2025
Aequitas International Management Ltd.
Grand Pavilion Comercial Centre,
802 West Bay Road, P.O. Box 10281,
Grand Cayman KY1-1003, Cayman
Islands
.
Dwight Dube
For and on behalf of
Aequitas International
Management Ltd.
Witnes to the above signature:
.
Name: Simon Owen
Aequitas International Management Ltd.
Grand Pavilion Comercial Centre, 802
West Bay Road, P.O. Box 10281, Grand
Cayman KY1-1003, Cayman Islands
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