UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of June 2024
Commission
File Number: 001-41712
Chijet
Motor Company, Inc.
(Registrant’s
Name)
No.
8, Beijing South Road Economic & Technological Development Zone
Yantai,
Shandong, CN-37 264006
People’s
Republic of China
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
On
June 12, 2024, Chijet Motor Company, Inc. (the “Registrant” or the “Company”) announced that it will hold
its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 28, 2024. Shareholders of record who hold ordinary
shares, par value $0.0001 per share, of the Company at the close of business on June 7, 2024, will be entitled to notice of and to vote
at the Annual Meeting and any postponements or adjournments thereof.
At
the Annual Meeting, the shareholders will be asked to vote on (1) a proposed reverse stock split (a “share consolidation”
under Cayman Islands law) pursuant to which every 30 issued and unissued ordinary shares of the Company, par value US$0.0001 per
share, will be consolidated into 1 ordinary share of the Company, par value US$ 0.003 per share (“Resolution 1”),
(2) subject to the approval of Resolution 1, a proposed increase in the Company’s authorized share capital from US$50,000.00
divided into 16,666,667 authorized ordinary shares, par value of US$ 0.003 per share (assuming the approval and taking
into effect of Resolution 1), to US$30,000,000.00 divided into 10,000,000,000 authorized ordinary shares, par value
US$0.003 per share (“Resolution 2”); and (3) proposed amended and restated memorandum and articles of association
of the Company reflecting the foregoing resolutions. The shareholders will also be presented with the Company’s financial information
for the fiscal year ended December 31, 2023 and afforded the opportunity to discuss Company affairs with management.
The
Notice of the Annual Meeting, the proposed Amended and Restated Memorandum and Articles of Association reflecting the provisions
of Resolution 1 only, and the proposed Amended and Restated Memorandum and Articles of Association reflecting the provisions of
both Resolution 1 and Resolution 2, are furnished herewith as Exhibit 99.1, Exhibit 3.1 and Exhibit 3.2.
Exhibits
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, thereunto duly authorized.
| Date:
June 12, 2024 |
Chijet
Motor Company, Inc. |
| |
|
|
| |
By: |
/s/
Mu Hongwei |
| |
|
Mu
Hongwei |
| |
|
President
and Chief Executive Officer |
Exhibit 3.1
THE
COMPANIES ACT (AS REVISED)
OF
THE CAYMAN ISLANDS
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
CHIJET
MOTOR COMPANY, INC.
(ADOPTED
BY SPECIAL RESOLUTION EFFECTIVE ON [date])
The
name of the Company is CHIJET MOTOR COMPANY, INC.
The
registered office of the Company shall be situated at the Office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands, or such other place in the Cayman Islands as the Directors may, from time to time decide, being the
registered office of the Company.
| 3. |
General Objects and Powers |
The
objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object
not prohibited by Section 7(4) of The Companies Act (As Amended) or as the same may be amended from time to time, or any other law of
the Cayman Islands.
| 4. |
Limitations on the Company’s Business |
| 4.1 |
For the purposes of the Companies Act (As Amended) the Company
has no power to: |
| (a) | carry
on the business of a Bank or Trust Company without being licensed in that behalf under the
provisions of the Banks & Trust Companies Act (As Amended); or |
| | | |
| (b) | to
carry on 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 provisions
of the Insurance Act (As Amended); or |
| | | |
| (c) | to
carry on the business of Company Management without being licensed in that behalf under the
provisions of the Companies Management Act (As Amended). |
| 4.2 | The
Company shall not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this section shall be construed as to prevent the Company effecting and concluding
contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 5. |
Company Limited by Shares |
The
Company is a company limited by shares. The liability of each member is limited to the amount, if any, unpaid on the shares held by such
member.
The
capital of the Company is US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each. Subject
to the provisions of the Companies Act (As Amended) and the Articles of Association of the Company, the Company shall have power to redeem
or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its
capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to
any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise
expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the
part of the Company hereinbefore provided.
Subject
to the provisions of the Companies Act (As Amended) and the Articles of Association of the Company, the Company may exercise the power
contained in Section 206 of The Companies Act (As Amended) to deregister in the Cayman Islands and be registered by way of continuation
under the laws of any jurisdiction outside the Cayman Islands.
THE
COMPANIES ACT (AS REVISED)
OF
THE CAYMAN ISLANDS
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
ARTICLES
OF ASSOCIATION
OF
CHIJET
MOTOR COMPANY, INC.
(ADOPTED
BY SPECIAL RESOLUTION EFFECTIVE ON [date])
1
Interpretation
1.1
In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context
inconsistent therewith:
“Applicable
Law” means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates,
judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“Articles”
means these amended and restated articles of association of the Company.
“Audit
Committee” means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor
committee.
“Auditor”
means the person for the time being performing the duties of auditor of the Company (if any).
“Clearing
House” means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor)
are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”
means the above named company.
“Compensation
Committee” means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any
successor committee.
“Designated
Stock Exchange” means any United States national securities exchange on which the securities of the Company are listed for trading,
including the Nasdaq Capital Market.
“Directors”
means the directors for the time being of the Company.
“Dividend”
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic
Communication” means a communication sent by electronic means, including electronic transmission to any number, address or internet
website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and
approved by the Directors.
“Electronic
Record” has the same meaning as in the Electronic Transactions Act.
“Electronic
Transactions Act” means the Electronic Transactions Act (As Revised) of the Cayman Islands.
“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended or any similar U.S. federal statute and the rules and
regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Independent
Director” has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange
Act, as the case may be.
“Member”
has the same meaning as in the Statute.
“Memorandum”
means the amended and restated memorandum of association of the Company.
“Nominating
and Corporate Governance Committee” means the nominating and corporate governance committee of the board of directors of the Company
established pursuant to the Articles, or any successor committee.
“Officer”
means a person appointed to hold an office in the Company.
“Ordinary
Resolution” means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll
is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Ordinary
Share” means an ordinary share of a par value of US$0.003 in the share capital of the Company.
“Register
of Members” means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated)
any branch or duplicate register of Members.
“Registered
Office” means the registered office for the time being of the Company.
“Seal”
means the common seal of the Company and includes every duplicate seal.
“Securities
and Exchange Commission” means the United States Securities and Exchange Commission.
“Securities
Act” means the United States Securities Act of 1933, as amended, or any similar U.S. federal statute and the rules and regulations
of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Share”
means an Ordinary Share and includes a fraction of a share in the Company.
“Special
Resolution” has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”
means the Companies Act (As Revised) of the Cayman Islands.
“Treasury
Share” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company
and not cancelled.
1.2
In the Articles:
(a)
words importing the singular number include the plural number and vice versa;
(b)
words importing the masculine gender include the feminine gender;
(c)
words importing persons include corporations as well as any other legal or natural person;
(d)
“written” and “in writing” include all modes of representing or reproducing words in visible form, including
in the form of an Electronic Record;
(e)
“shall” shall be construed as imperative and “may” shall be construed as permissive;
(f)
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted
or replaced;
(g)
any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h)
the term “and/or” is used to mean both “and” as well as “or.” The use of “and/or” in
certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term
“or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive
(in each case, unless the context otherwise requires);
(i)
headings are inserted for reference only and shall be ignored in construing the Articles;
(j)
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(k)
any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied
in the form of an electronic signature as defined in the Electronic Transactions Act;
(l)
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
(m)
the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received
or deemed to be received and the day for which it is given or on which it is to take effect; and
(n)
the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of
such Share.
2
Commencement of Business
2.1
The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company, including the expenses of registration.
3
Issue of Shares
3.1
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares,
the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred,
deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise
and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles)
vary such rights.
3.2
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 on such terms as the Directors
may from time to time determine.
3.3
The Company may issue securities in the Company, which may be comprised of whole or fractional Shares, 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, upon such terms as the Directors may from time to time determine.
3.4
The Company shall not issue Shares to bearer.
4
Register of Members
4.1
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2
The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The
Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch
register or registers, and to vary such determination from time to time.
5
Closing Register of Members or Fixing Record Date
5.1
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members
entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose,
the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means
in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed forty days.
5.2
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for
any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for
the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose.
5.3
If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to
vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of
the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed,
as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
6
Certificates for Shares
6.1
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. Share certificates shall be signed by one or more
Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s)
affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify
the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles,
no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered
and cancelled.
6.2
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate
to one joint holder shall be a sufficient delivery to all of them.
6.3
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity
and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and
(in the case of defacement or wearing out) upon delivery of the old certificate.
6.4
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate.
The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
6.5
Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer
which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with
the Company.
7
Transfer of Shares
7.1
Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument of transfer provided that such
transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights,
options or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse
to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option or warrant.
7.2
The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the
Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing
House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve
from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the
Register of Members.
8
Redemption, Repurchase and Surrender of Shares
8.1
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares
that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall
be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.
8.2
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its
own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
8.3
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including
out of capital.
8.4
The Directors may accept the surrender for no consideration of any fully paid Share.
9
Treasury Shares
9.1
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury
Share.
9.2
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without
limitation, for nil consideration).
10
Variation of Rights of Shares
10.1
Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the
rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company
is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered
by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent
in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the approval of a resolution passed
by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the
avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect,
to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to
general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy
at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand
a poll.
10.2
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 class 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.
10.3
The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu therewith.
11
Commission on Sale of Shares
The
Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing
to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally)
for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company
may also on any issue of Shares pay such brokerage as may be lawful.
12
Non Recognition of Trusts
The
Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial
interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share
other than an absolute right to the entirety thereof in the holder.
13
Lien on Shares
13.1
The Company shall have 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) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by
such Member or their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time
declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share
shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable
in respect of that Share.
13.2
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which
the lien exists is presently payable, and is not paid within 14 clear days after notice has been received or deemed to have been received
by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment
and stating that if the notice is not complied with the Shares may be sold.
13.3
To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or
in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the holder of the Shares comprised
in any such transfer, and they shall not be bound to see to the application of the purchase money, nor shall their title to the Shares
be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
13.4
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the
lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the
Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
14
Call on Shares
14.1
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies
unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least 14 clear days’
notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares.
A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments.
A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares
in respect of which the call was made.
14.2
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
14.3
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
14.4
If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid
from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that
have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly
or in part.
14.5
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share
or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that
amount had become due and payable by virtue of a call.
14.6
The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
14.7
The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and
unpaid upon any Shares held by that Member, and may (until the amount would otherwise become payable) pay interest at such rate as may
be agreed upon between the Directors and the Member paying such amount in advance.
14.8
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution
payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
15
Forfeiture of Shares
15.1
If a call or instalment of 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 the amount unpaid together with any interest which may have accrued
and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall
state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
15.2
If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been
made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies
payable in respect of the forfeited Share and not paid before the forfeiture.
15.3
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at
any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for
the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute
an instrument of transfer of the Share in favour of that person.
15.4
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for
cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture
were payable by that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine,
but that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable
by them in respect of those Shares.
15.5
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the
execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed
of shall not be bound to see to the application of the purchase money, if any, nor shall their title to the Share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
15.6
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share,
becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue
of a call duly made and notified.
16
Transmission of Shares
16.1
If a Member dies the survivor or survivors (where they were a joint holder) or their legal personal representatives (where they were
a sole holder), shall be the only persons recognised by the Company as having any title to the deceased Member’s Shares. The estate
of a deceased Member is not thereby released from any liability in respect of any Share, for which the Member was a joint or sole holder.
16.2
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any
other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing
sent by that person to the Company, either to become the holder of such Share or to have some person nominated by them registered as
the holder of such Share. If they elect to have another person registered as the holder of such Share they shall sign an instrument of
transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as
they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or
dissolution, as the case may be.
16.3
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other
case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which they would be entitled
if they were the holder of such Share. However, they shall not, before becoming a Member in respect of a Share, be entitled in respect
of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time
give notice requiring any such person to elect either to be registered or to have some person nominated by them registered as the holder
of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution or any other
case than by transfer, as the case may be). If the notice is not complied with within 90 days of being received or deemed to be received
(as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses
or other monies payable in respect of the Share until the requirements of the notice have been complied with.
17
Amendments of Memorandum and Articles of Association and Alteration of Capital
17.1
The Company may by Ordinary Resolution:
(a)
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed
thereto, as the Company in general meeting may determine;
(b)
consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
(c)
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;
(d)
by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount
than is fixed by the Memorandum or into Shares without par value; and
(e)
cancel any Shares that at the date of the passing of the 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.
17.2
All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles
with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
17.3
Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution,
the Company may by Special Resolution:
(a)
change its name;
(b)
alter or add to the Articles;
(c)
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
(d)
reduce its share capital or any capital redemption reserve fund.
18
Offices and Places of Business
Subject
to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company
may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
19
General Meetings
19.1
All general meetings other than annual general meetings shall be called extraordinary general meetings.
19.2
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general
meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place
as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.
19.3
The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary
general meeting of the Company.
19.4
A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than one-third in
par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.
19.5
The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered
Office, and may consist of several documents in like form each signed by one or more requisitionists.
19.6
If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within 21 days from
the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further 21 days,
the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves
convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration
of the said 21 day period.
19.7
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which
general meetings are to be convened by Directors.
19.8
Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual
general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date
of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if
the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting
has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set
by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.
20
Notice of General Meetings
20.1
At least ten calendar days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the
hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter
mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether
or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings
have been complied with, be deemed to have been duly convened if it is so agreed:
(a)
in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and
(b)
in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95% in par value of the Shares giving that right.
20.2
The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled
to receive such notice shall not invalidate the proceedings of that general meeting.
21
Proceedings at General Meetings
21.1
No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals
present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be
a quorum.
21.2
A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated
as presence in person at that meeting.
21.3
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for
the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural
persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general
meeting of the Company duly convened and held.
21.4
If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum
ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand
adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may
determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence,
the Members present shall be a quorum.
21.5
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairperson of a
general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any, of the board of Directors
shall preside as chairperson at such general meeting. If there is no such chairperson, or if the chairperson shall not be present within
15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their
number to be chairperson of the meeting.
21.6
If no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for the meeting
to commence, the Members present shall choose one of their number to be chairperson of the meeting.
21.7
The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
21.8
When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original
meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
21.9
If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical
or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general
meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day
and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting
other than the business specified in the notice of the original meeting.
21.10
When a general meeting is postponed for 30 days or more, notice of the postponed meeting shall be given as in the case of an original
meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original
general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.
21.11
A resolution put to the vote of the meeting shall be decided on a poll.
21.12
A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting
at which the poll was demanded.
21.13
A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such date, time and place as the chairperson of the general meeting directs, and any business other than that
upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
21.14
In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
22
Votes of Members
22.1
Subject to any rights or restrictions attached to any Shares, every Member present in any such manner shall have one vote for every Share
of which they are the holder.
22.2
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation
or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the
other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
22.3
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by their
committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver,
curator bonis or other person may vote by proxy.
22.4
No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting
nor unless all calls or other monies then payable by them in respect of Shares have been paid.
22.5
No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which
the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time
in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.
22.6
Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative
or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.
Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy
is entitled to exercise the related votes.
22.7
A Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore
may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the
Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share
or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share
or some or all of the Shares in respect of which they are appointed.
23
Proxies
23.1
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly
authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative.
A proxy need not be a Member.
23.2
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 instrument appointing a proxy shall be deposited physically at the Registered Office
not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument
proposes to vote.
23.3
The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed to have been duly deposited.
An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the
chairperson, shall be invalid.
23.4
The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed
to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed
to include the power to demand or join or concur in demanding a poll.
23.5
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect
of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the
Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
24
Corporate Members
24.1
Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence
of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative
at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which they represent as the corporation could exercise if it were an individual Member.
24.2
If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its
representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify
the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions
of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same
rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held
by the Clearing House (or its nominee(s)).
25
Shares that May Not be Voted
Shares
in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding Shares at any given time.
26
Directors
26.1
There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the
Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
26.2
Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary
general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in
that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal
of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum
(as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective
terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting
from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation
or removal shall have created such vacancy and until his successor shall have been appointed and qualified.
27
Powers of Directors
27.1
Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business
of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles
and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made
or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable
by the Directors.
27.2
All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies
paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors
shall determine by resolution.
27.3
The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other
salaried office or place of profit with the Company or to their surviving spouse, civil partner or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
27.4
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets
(present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such
securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
28
Appointment and Removal of Directors
28.1
The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
28.2
The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment
does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
29
Vacation of Office of Director
The
office of a Director shall be vacated if:
(a)
the Director gives notice in writing to the Company that they resign the office of Director; or
(b)
the Director is absent (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by them) from
three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution
that they have by reason of such absence vacated office; or
(c)
the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally; or
(d)
the Director is found to be or becomes of unsound mind; or
(e)
all of the other Directors (being not less than two in number) determine that the Director should be removed as a Director, either by
a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles
or by a resolution in writing signed by all of the other Directors.
30
Proceedings of Directors
30.1
The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority
of the Directors then in office. A Director who also acts as an alternate Director shall, if their appointor is not present, count twice
towards the quorum.
30.2
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote. A
Director who is also an alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their
appointor in addition to their own vote.
30.3
A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation
by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors,
the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting.
30.4
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors
or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of
the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution
on behalf of their appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf
of their appointor and in their capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the
Directors, or committee of Directors as the case may be, duly convened and held.
30.5
A Director or alternate Director may, or other Officer on the direction of a Director or alternate Director shall, call a meeting of
the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the
general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before
or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving
of notices by the Company to the Members shall apply mutatis mutandis.
30.6
The continuing Directors (or a sole continuing Director, as the case may be) 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 as the necessary quorum of Directors the
continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of
summoning a general meeting of the Company, but for no other purpose.
30.7
The Directors may elect a chairperson of their board and determine the period for which they are to hold office; but if no such chairperson
is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the meeting to commence,
the Directors present may choose one of their number to be chairperson of the meeting.
30.8
All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director)
shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director,
and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if
every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their
office and/or had been entitled to vote, as the case may be.
30.9
A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing
by that Director. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the
appointing Director.
31
Presumption of Assent
A
Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall
file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a Director or alternate Director who voted in favour of such action.
32
Directors’ Interests
32.1
A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in
conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
32.2
A Director or alternate Director may act on their own or by, through or on behalf of their firm in a professional capacity for the Company
and they or their firm shall be entitled to remuneration for professional services as if they were not a Director or alternate Director.
32.3
A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the
Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate
Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer of, or
from their interest in, such other company.
32.4
No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the
Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf
of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any
Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or
arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the
fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be at liberty to vote in
respect of any contract or transaction in which they are interested provided that the nature of the interest of any Director or alternate
Director in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote thereon.
32.5
A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company
and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting
on a resolution in respect of a contract or transaction in which they have an interest, and after such general notice it shall not be
necessary to give special notice relating to any particular transaction.
33
Minutes
The
Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors,
all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors,
including the names of the Directors or alternate Directors present at each meeting.
34
Delegation of Directors’ Powers
34.1
The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting
of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee). They may also delegate to any managing director or any Director holding any other executive office such of their
powers, authorities and discretions as they consider desirable to be exercised by that Director, provided that an alternate Director
may not act as managing director and the appointment of a managing director shall be revoked forthwith if they cease to be a Director.
Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of
their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings
of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of
applying.
34.2
The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the
affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may
be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and
any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee,
local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
34.3
The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal
written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of
such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or
such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class
of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, subject to applicable exemptions in connection with the foregoing.
34.4
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors
may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
34.5
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to
such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection
and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise
any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.
34.6
The Directors may appoint such Officers of the Company as they consider necessary on such terms, at such remuneration and to perform
such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified
in the terms of their appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate their office
at any time if they give notice in writing to the Company that they resign their office.
35
Alternate Directors
35.1
Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an
alternate Director and by writing may remove from office an alternate Director so appointed by them.
35.2
An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors
of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally
present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director
in their absence.
35.3
An alternate Director shall cease to be an alternate Director if their appointor ceases to be a Director.
35.4
Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment
or in any other manner approved by the Directors.
35.5
Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be
responsible for their own acts and defaults and shall not be deemed to be the agent of the Director appointing them.
36
No Minimum Shareholding
The
Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding
qualification is fixed a Director is not required to hold Shares.
37
Remuneration of Directors
37.1
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall
also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at
meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class
of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties
as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one
such method and partly the other.
37.2
The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors
go beyond that Director’s ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor
to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.
38
Seal
38.1
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee
of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person
who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
38.2
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile
of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where
it is to be used.
38.3
A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over their
signature alone to any document of the Company required to be authenticated by them under seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere wheresoever.
39
Dividends, Distributions and Reserve
39.1
Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve
to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the
funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution
pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend
or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account
or as otherwise permitted by law.
39.2
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the
par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular
date, that Share shall rank for Dividend accordingly.
39.3
The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by the
Member to the Company on account of calls or otherwise.
39.4
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and
in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or
more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient
and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and
may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all
Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
39.5
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The
Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be
met.
39.6
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve
or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application
may, at the discretion of the Directors, be employed in the business of the Company.
39.7
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder
or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or
joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable
in respect of the Share held by them as joint holders.
39.8
No Dividend or other distribution shall bear interest against the Company.
39.9
Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on
which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in
the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend
or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period
of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
40
Capitalisation
The
Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including
the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise
available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such
Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the
Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby
the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person
to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters
incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the
Company.
41
Books of Account
41.1
The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts
and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the
receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such
books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not
be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s
affairs and to explain its transactions.
41.2
The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts
and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director)
shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the
Directors or by the Company in general meeting.
41.3
The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets,
group accounts (if any) and such other reports and accounts as may be required by law.
42
Audit
42.1
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
42.2
Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are
listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the
Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall
establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and
review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee
shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter,
or more frequently as circumstances dictate.
42.3
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate
review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential
conflicts of interest.
42.4
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
42.5
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming incapable of acting by reason of
illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration
of such Auditor.
42.6
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall
be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the
duties of the Auditor.
42.7
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next
annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an
ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors
or any general meeting of the Members.
42.8
Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director
interested in such payment abstaining from such review and approval.
42.9
At least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and
regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority
or otherwise under Applicable Law. The “audit committee financial expert” shall have such past employment experience in finance
or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in
the individual’s financial sophistication.
43
Notices
43.1
Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, telex,
fax or email to such Member or to such Member’s address as shown in the Register of Members (or where the notice is given by email
by sending it to the email address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.
Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority.
43.2
Where a notice is sent by:
(a)
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to
have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was
delivered to the courier;
(b)
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice,
and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands)
following the day on which the notice was posted;
(c)
telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed
to have been received on the same day that it was transmitted; and
(d)
email or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the email to the email
address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not
be necessary for the receipt of the email to be acknowledged by the recipient.
43.3
A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in
consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles
and shall be 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 supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving
the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
43.4
Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement
to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if
given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because
they are a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would
be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
44
Winding Up
44.1
If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in
such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:
(a)
if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share
capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the
par value of the Shares held by them; or
(b)
if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s
issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the
par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which
there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
44.2
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special
Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of
the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any
assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may,
with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the
liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is
a liability.
45
Indemnity and Insurance
45.1
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former
Director and former Officer (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against
any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any
of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they
may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or
damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability
arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud
or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
45.2
The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection
with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could
be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the
advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was
not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that
such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not
be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest)
by the Indemnified Person.
45.3
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other Officer against
any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach
of duty or breach of trust of which such person may be guilty in relation to the Company.
46
Financial Year
Unless
the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year
of incorporation, shall begin on 1st January in each year.
47
Transfer by Way of Continuation
If
the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special
Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman
Islands and to be deregistered in the Cayman Islands.
48
Mergers and Consolidations
The
Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such
terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
49
Business Opportunities
49.1
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”) shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or
similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate
opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director
and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, directs such corporate
opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.
49.2
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company
and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.
49.3
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article
to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any
and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law,
the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.
50
Exclusive Jurisdiction and Forum
50.1
Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive
jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any
way to each Member’s shareholding in the Company, including but not limited to:
(a)
any derivative action or proceeding brought on behalf of the Company;
(b)
any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee
of the Company to the Company or the Members;
(c)
any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles; or
(d)
any action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised
under the laws of the United States of America).
50.2
Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.
50.3
Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be
an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company
shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for
any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
50.4
This Article 50 shall not apply to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district courts of the United States
of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.
Exhibit
3.2
THE
COMPANIES ACT (AS REVISED)
OF
THE CAYMAN ISLANDS
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
CHIJET
MOTOR COMPANY, INC.
(ADOPTED
BY SPECIAL RESOLUTION EFFECTIVE ON [date])
The
name of the Company is CHIJET MOTOR COMPANY, INC.
The
registered office of the Company shall be situated at the Office of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands, or such other place in the Cayman Islands as the Directors may, from time to time decide, being the
registered office of the Company.
| 3. |
General Objects and Powers |
The
objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object
not prohibited by Section 7(4) of The Companies Act (As Amended) or as the same may be amended from time to time, or any other law of
the Cayman Islands.
| 4. |
Limitations on the Company’s Business |
| 4.1 |
For the purposes of the Companies Act (As Amended) the Company
has no power to: |
| (a) | carry
on the business of a Bank or Trust Company without being licensed in that behalf under the
provisions of the Banks & Trust Companies Act (As Amended); or |
| | | |
| (b) | to
carry on 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 provisions
of the Insurance Act (As Amended); or |
| | | |
| (c) | to
carry on the business of Company Management without being licensed in that behalf under the
provisions of the Companies Management Act (As Amended). |
| 4.2 | The
Company shall not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this section shall be construed as to prevent the Company effecting and concluding
contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 5. |
Company Limited by Shares |
The
Company is a company limited by shares. The liability of each member is limited to the amount, if any, unpaid on the shares held by such
member.
The
capital of the Company is US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$0.003
each. Subject to the provisions of the Companies Act (As Amended) and the Articles of Association of the Company, the Company shall
have power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue
all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege
or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall
otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers
on the part of the Company hereinbefore provided.
Subject
to the provisions of the Companies Act (As Amended) and the Articles of Association of the Company, the Company may exercise the power
contained in Section 206 of The Companies Act (As Amended) to deregister in the Cayman Islands and be registered by way of continuation
under the laws of any jurisdiction outside the Cayman Islands.
THE
COMPANIES ACT (AS REVISED)
OF
THE CAYMAN ISLANDS
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
ARTICLES
OF ASSOCIATION
OF
CHIJET
MOTOR COMPANY, INC.
(ADOPTED
BY SPECIAL RESOLUTION EFFECTIVE ON [date])
1
Interpretation
1.1
In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context
inconsistent therewith:
“Applicable
Law” means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates,
judgments, decisions, decrees or orders of any governmental authority applicable to such person.
“Articles”
means these amended and restated articles of association of the Company.
“Audit
Committee” means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor
committee.
“Auditor”
means the person for the time being performing the duties of auditor of the Company (if any).
“Clearing
House” means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor)
are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”
means the above named company.
“Compensation
Committee” means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any
successor committee.
“Designated
Stock Exchange” means any United States national securities exchange on which the securities of the Company are listed for trading,
including the Nasdaq Capital Market.
“Directors”
means the directors for the time being of the Company.
“Dividend”
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
“Electronic
Communication” means a communication sent by electronic means, including electronic transmission to any number, address or internet
website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and
approved by the Directors.
“Electronic
Record” has the same meaning as in the Electronic Transactions Act.
“Electronic
Transactions Act” means the Electronic Transactions Act (As Revised) of the Cayman Islands.
“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended or any similar U.S. federal statute and the rules and
regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Independent
Director” has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange
Act, as the case may be.
“Member”
has the same meaning as in the Statute.
“Memorandum”
means the amended and restated memorandum of association of the Company.
“Nominating
and Corporate Governance Committee” means the nominating and corporate governance committee of the board of directors of the Company
established pursuant to the Articles, or any successor committee.
“Officer”
means a person appointed to hold an office in the Company.
“Ordinary
Resolution” means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll
is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Ordinary
Share” means an ordinary share of a par value of US$0.003 in the share capital of the Company.
“Register
of Members” means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated)
any branch or duplicate register of Members.
“Registered
Office” means the registered office for the time being of the Company.
“Seal”
means the common seal of the Company and includes every duplicate seal.
“Securities
and Exchange Commission” means the United States Securities and Exchange Commission.
“Securities
Act” means the United States Securities Act of 1933, as amended, or any similar U.S. federal statute and the rules and regulations
of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
“Share”
means an Ordinary Share and includes a fraction of a share in the Company.
“Special
Resolution” has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”
means the Companies Act (As Revised) of the Cayman Islands.
“Treasury
Share” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company
and not cancelled.
1.2
In the Articles:
(a)
words importing the singular number include the plural number and vice versa;
(b)
words importing the masculine gender include the feminine gender;
(c)
words importing persons include corporations as well as any other legal or natural person;
(d)
“written” and “in writing” include all modes of representing or reproducing words in visible form, including
in the form of an Electronic Record;
(e)
“shall” shall be construed as imperative and “may” shall be construed as permissive;
(f)
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted
or replaced;
(g)
any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h)
the term “and/or” is used to mean both “and” as well as “or.” The use of “and/or” in
certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term
“or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive
(in each case, unless the context otherwise requires);
(i)
headings are inserted for reference only and shall be ignored in construing the Articles;
(j)
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
(k)
any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied
in the form of an electronic signature as defined in the Electronic Transactions Act;
(l)
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
(m)
the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received
or deemed to be received and the day for which it is given or on which it is to take effect; and
(n)
the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of
such Share.
2
Commencement of Business
2.1
The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
2.2
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company, including the expenses of registration.
3
Issue of Shares
3.1
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares,
the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred,
deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise
and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles)
vary such rights.
3.2
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 on such terms as the Directors
may from time to time determine.
3.3
The Company may issue securities in the Company, which may be comprised of whole or fractional Shares, 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, upon such terms as the Directors may from time to time determine.
3.4
The Company shall not issue Shares to bearer.
4
Register of Members
4.1
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
4.2
The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The
Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch
register or registers, and to vary such determination from time to time.
5
Closing Register of Members or Fixing Record Date
5.1
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members
entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose,
the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means
in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed forty days.
5.2
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for
any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for
the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination
of Members for any other purpose.
5.3
If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to
vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of
the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed,
as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
6
Certificates for Shares
6.1
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. Share certificates shall be signed by one or more
Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s)
affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify
the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles,
no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered
and cancelled.
6.2
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate
to one joint holder shall be a sufficient delivery to all of them.
6.3
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity
and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and
(in the case of defacement or wearing out) upon delivery of the old certificate.
6.4
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate.
The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
6.5
Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer
which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with
the Company.
7
Transfer of Shares
7.1
Subject to the terms of the Articles, any Member may transfer all or any of their Shares by an instrument of transfer provided that such
transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any
other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights,
options or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse
to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such right, option or warrant.
7.2
The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the
Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing
House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve
from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the
Register of Members.
8
Redemption, Repurchase and Surrender of Shares
8.1
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares
that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall
be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares.
8.2
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its
own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member.
8.3
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including
out of capital.
8.4
The Directors may accept the surrender for no consideration of any fully paid Share.
9
Treasury Shares
9.1
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury
Share.
9.2
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without
limitation, for nil consideration).
10
Variation of Rights of Shares
10.1
Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the
rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company
is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered
by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent
in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the approval of a resolution passed
by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the
avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect,
to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to
general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy
at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand
a poll.
10.2
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 class 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.
10.3
The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu therewith.
11
Commission on Sale of Shares
The
Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing
to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally)
for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company
may also on any issue of Shares pay such brokerage as may be lawful.
12
Non Recognition of Trusts
The
Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial
interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share
other than an absolute right to the entirety thereof in the holder.
13
Lien on Shares
13.1
The Company shall have 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) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by
such Member or their estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time
declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share
shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable
in respect of that Share.
13.2
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which
the lien exists is presently payable, and is not paid within 14 clear days after notice has been received or deemed to have been received
by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment
and stating that if the notice is not complied with the Shares may be sold.
13.3
To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or
in accordance with the directions of, the purchaser. The purchaser or their nominee shall be registered as the holder of the Shares comprised
in any such transfer, and they shall not be bound to see to the application of the purchase money, nor shall their title to the Shares
be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
13.4
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the
lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the
Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
14
Call on Shares
14.1
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies
unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least 14 clear days’
notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares.
A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments.
A person upon whom a call is made shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares
in respect of which the call was made.
14.2
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
14.3
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
14.4
If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid
from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that
have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly
or in part.
14.5
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share
or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that
amount had become due and payable by virtue of a call.
14.6
The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
14.7
The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and
unpaid upon any Shares held by that Member, and may (until the amount would otherwise become payable) pay interest at such rate as may
be agreed upon between the Directors and the Member paying such amount in advance.
14.8
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution
payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
15
Forfeiture of Shares
15.1
If a call or instalment of 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 the amount unpaid together with any interest which may have accrued
and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall
state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
15.2
If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been
made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies
payable in respect of the forfeited Share and not paid before the forfeiture.
15.3
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at
any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for
the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute
an instrument of transfer of the Share in favour of that person.
15.4
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for
cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture
were payable by that person to the Company in respect of those Shares together with interest at such rate as the Directors may determine,
but that person’s liability shall cease if and when the Company shall have received payment in full of all monies due and payable
by them in respect of those Shares.
15.5
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the
execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed
of shall not be bound to see to the application of the purchase money, if any, nor shall their title to the Share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
15.6
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share,
becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue
of a call duly made and notified.
16
Transmission of Shares
16.1
If a Member dies the survivor or survivors (where they were a joint holder) or their legal personal representatives (where they were
a sole holder), shall be the only persons recognised by the Company as having any title to the deceased Member’s Shares. The estate
of a deceased Member is not thereby released from any liability in respect of any Share, for which the Member was a joint or sole holder.
16.2
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any
other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing
sent by that person to the Company, either to become the holder of such Share or to have some person nominated by them registered as
the holder of such Share. If they elect to have another person registered as the holder of such Share they shall sign an instrument of
transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as
they would have had in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or
dissolution, as the case may be.
16.3
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other
case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which they would be entitled
if they were the holder of such Share. However, they shall not, before becoming a Member in respect of a Share, be entitled in respect
of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time
give notice requiring any such person to elect either to be registered or to have some person nominated by them registered as the holder
of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the Share by the relevant Member before their death or bankruptcy or liquidation or dissolution or any other
case than by transfer, as the case may be). If the notice is not complied with within 90 days of being received or deemed to be received
(as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses
or other monies payable in respect of the Share until the requirements of the notice have been complied with.
17
Amendments of Memorandum and Articles of Association and Alteration of Capital
17.1
The Company may by Ordinary Resolution:
(a)
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed
thereto, as the Company in general meeting may determine;
(b)
consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
(c)
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;
(d)
by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount
than is fixed by the Memorandum or into Shares without par value; and
(e)
cancel any Shares that at the date of the passing of the 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.
17.2
All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles
with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
17.3
Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution,
the Company may by Special Resolution:
(a)
change its name;
(b)
alter or add to the Articles;
(c)
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
(d)
reduce its share capital or any capital redemption reserve fund.
18
Offices and Places of Business
Subject
to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company
may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
19
General Meetings
19.1
All general meetings other than annual general meetings shall be called extraordinary general meetings.
19.2
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general
meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place
as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.
19.3
The Directors may call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary
general meeting of the Company.
19.4
A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition not less than one-third in
par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.
19.5
The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered
Office, and may consist of several documents in like form each signed by one or more requisitionists.
19.6
If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within 21 days from
the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further 21 days,
the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves
convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration
of the said 21 day period.
19.7
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which
general meetings are to be convened by Directors.
19.8
Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual
general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date
of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if
the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting
has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set
by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.
20
Notice of General Meetings
20.1
At least ten calendar days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the
hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter
mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether
or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings
have been complied with, be deemed to have been duly convened if it is so agreed:
(a)
in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and
(b)
in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95% in par value of the Shares giving that right.
20.2
The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled
to receive such notice shall not invalidate the proceedings of that general meeting.
21
Proceedings at General Meetings
21.1
No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals
present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be
a quorum.
21.2
A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons
participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated
as presence in person at that meeting.
21.3
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for
the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural
persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general
meeting of the Company duly convened and held.
21.4
If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum
ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand
adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may
determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence,
the Members present shall be a quorum.
21.5
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairperson of a
general meeting of the Company or, if the Directors do not make any such appointment, the chairperson, if any, of the board of Directors
shall preside as chairperson at such general meeting. If there is no such chairperson, or if the chairperson shall not be present within
15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their
number to be chairperson of the meeting.
21.6
If no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for the meeting
to commence, the Members present shall choose one of their number to be chairperson of the meeting.
21.7
The chairperson may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
21.8
When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original
meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
21.9
If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical
or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general
meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day
and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting
other than the business specified in the notice of the original meeting.
21.10
When a general meeting is postponed for 30 days or more, notice of the postponed meeting shall be given as in the case of an original
meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original
general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.
21.11
A resolution put to the vote of the meeting shall be decided on a poll.
21.12
A poll shall be taken as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the general meeting
at which the poll was demanded.
21.13
A poll demanded on the election of a chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such date, time and place as the chairperson of the general meeting directs, and any business other than that
upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
21.14
In the case of an equality of votes the chairperson shall be entitled to a second or casting vote.
22
Votes of Members
22.1
Subject to any rights or restrictions attached to any Shares, every Member present in any such manner shall have one vote for every Share
of which they are the holder.
22.2
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation
or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the
other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.
22.3
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by their
committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver,
curator bonis or other person may vote by proxy.
22.4
No person shall be entitled to vote at any general meeting unless they are registered as a Member on the record date for such meeting
nor unless all calls or other monies then payable by them in respect of Shares have been paid.
22.5
No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which
the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time
in accordance with this Article shall be referred to the chairperson whose decision shall be final and conclusive.
22.6
Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative
or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.
Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy
is entitled to exercise the related votes.
22.7
A Member holding more than one Share need not cast the votes in respect of their Shares in the same way on any resolution and therefore
may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the
Shares and, subject to the terms of the instrument appointing the proxy, a proxy appointed under one or more instruments may vote a Share
or some or all of the Shares in respect of which they are appointed either for or against a resolution and/or abstain from voting a Share
or some or all of the Shares in respect of which they are appointed.
23
Proxies
23.1
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of their attorney duly
authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative.
A proxy need not be a Member.
23.2
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 instrument appointing a proxy shall be deposited physically at the Registered Office
not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument
proposes to vote.
23.3
The chairperson may in any event at their discretion declare that an instrument of proxy shall be deemed to have been duly deposited.
An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the
chairperson, shall be invalid.
23.4
The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed
to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed
to include the power to demand or join or concur in demanding a poll.
23.5
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect
of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the
Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
24
Corporate Members
24.1
Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence
of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative
at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which they represent as the corporation could exercise if it were an individual Member.
24.2
If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its
representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify
the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions
of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same
rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held
by the Clearing House (or its nominee(s)).
25
Shares that May Not be Voted
Shares
in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding Shares at any given time.
26
Directors
26.1
There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the
Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
26.2
Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary
general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in
that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal
of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum
(as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective
terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting
from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation
or removal shall have created such vacancy and until his successor shall have been appointed and qualified.
27
Powers of Directors
27.1
Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business
of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles
and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made
or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable
by the Directors.
27.2
All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies
paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors
shall determine by resolution.
27.3
The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other
salaried office or place of profit with the Company or to their surviving spouse, civil partner or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
27.4
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets
(present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such
securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
28
Appointment and Removal of Directors
28.1
The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
28.2
The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment
does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
29
Vacation of Office of Director
The
office of a Director shall be vacated if:
(a)
the Director gives notice in writing to the Company that they resign the office of Director; or
(b)
the Director is absent (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by them) from
three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution
that they have by reason of such absence vacated office; or
(c)
the Director dies, becomes bankrupt or makes any arrangement or composition with their creditors generally; or
(d)
the Director is found to be or becomes of unsound mind; or
(e)
all of the other Directors (being not less than two in number) determine that the Director should be removed as a Director, either by
a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles
or by a resolution in writing signed by all of the other Directors.
30
Proceedings of Directors
30.1
The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority
of the Directors then in office. A Director who also acts as an alternate Director shall, if their appointor is not present, count twice
towards the quorum.
30.2
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote. A
Director who is also an alternate Director shall be entitled in the absence of their appointor to a separate vote on behalf of their
appointor in addition to their own vote.
30.3
A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation
by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors,
the meeting shall be deemed to be held at the place where the chairperson is located at the start of the meeting.
30.4
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors
or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of
the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution
on behalf of their appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf
of their appointor and in their capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the
Directors, or committee of Directors as the case may be, duly convened and held.
30.5
A Director or alternate Director may, or other Officer on the direction of a Director or alternate Director shall, call a meeting of
the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the
general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before
or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving
of notices by the Company to the Members shall apply mutatis mutandis.
30.6
The continuing Directors (or a sole continuing Director, as the case may be) 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 as the necessary quorum of Directors the
continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of
summoning a general meeting of the Company, but for no other purpose.
30.7
The Directors may elect a chairperson of their board and determine the period for which they are to hold office; but if no such chairperson
is elected, or if at any meeting the chairperson is not present within five minutes after the time appointed for the meeting to commence,
the Directors present may choose one of their number to be chairperson of the meeting.
30.8
All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director)
shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director,
and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if
every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their
office and/or had been entitled to vote, as the case may be.
30.9
A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing
by that Director. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the
appointing Director.
31
Presumption of Assent
A
Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall
be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall
file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a Director or alternate Director who voted in favour of such action.
32
Directors’ Interests
32.1
A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in
conjunction with their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
32.2
A Director or alternate Director may act on their own or by, through or on behalf of their firm in a professional capacity for the Company
and they or their firm shall be entitled to remuneration for professional services as if they were not a Director or alternate Director.
32.3
A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the
Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate
Director shall be accountable to the Company for any remuneration or other benefits received by them as a director or officer of, or
from their interest in, such other company.
32.4
No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the
Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf
of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any
Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or
arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the
fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be at liberty to vote in
respect of any contract or transaction in which they are interested provided that the nature of the interest of any Director or alternate
Director in any such contract or transaction shall be disclosed by them at or prior to its consideration and any vote thereon.
32.5
A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company
and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting
on a resolution in respect of a contract or transaction in which they have an interest, and after such general notice it shall not be
necessary to give special notice relating to any particular transaction.
33
Minutes
The
Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors,
all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors,
including the names of the Directors or alternate Directors present at each meeting.
34
Delegation of Directors’ Powers
34.1
The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting
of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee). They may also delegate to any managing director or any Director holding any other executive office such of their
powers, authorities and discretions as they consider desirable to be exercised by that Director, provided that an alternate Director
may not act as managing director and the appointment of a managing director shall be revoked forthwith if they cease to be a Director.
Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of
their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings
of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of
applying.
34.2
The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the
affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may
be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and
any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee,
local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
34.3
The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal
written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of
such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or
such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities
and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class
of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law, subject to applicable exemptions in connection with the foregoing.
34.4
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors
may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
34.5
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to
such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection
and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise
any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in them.
34.6
The Directors may appoint such Officers of the Company as they consider necessary on such terms, at such remuneration and to perform
such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified
in the terms of their appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate their office
at any time if they give notice in writing to the Company that they resign their office.
35
Alternate Directors
35.1
Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an
alternate Director and by writing may remove from office an alternate Director so appointed by them.
35.2
An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors
of which their appointor is a member, to attend and vote at every such meeting at which the Director appointing them is not personally
present, to sign any written resolution of the Directors, and generally to perform all the functions of their appointor as a Director
in their absence.
35.3
An alternate Director shall cease to be an alternate Director if their appointor ceases to be a Director.
35.4
Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment
or in any other manner approved by the Directors.
35.5
Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be
responsible for their own acts and defaults and shall not be deemed to be the agent of the Director appointing them.
36
No Minimum Shareholding
The
Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding
qualification is fixed a Director is not required to hold Shares.
37
Remuneration of Directors
37.1
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall
also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at
meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class
of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties
as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one
such method and partly the other.
37.2
The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors
go beyond that Director’s ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor
to the Company, or otherwise serves it in a professional capacity shall be in addition to their remuneration as a Director.
38
Seal
38.1
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee
of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person
who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
38.2
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile
of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where
it is to be used.
38.3
A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over their
signature alone to any document of the Company required to be authenticated by them under seal or to be filed with the Registrar of Companies
in the Cayman Islands or elsewhere wheresoever.
39
Dividends, Distributions and Reserve
39.1
Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve
to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the
funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution
pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend
or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account
or as otherwise permitted by law.
39.2
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the
par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular
date, that Share shall rank for Dividend accordingly.
39.3
The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by the
Member to the Company on account of calls or otherwise.
39.4
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and
in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or
more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient
and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and
may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all
Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
39.5
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The
Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be
met.
39.6
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve
or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application
may, at the discretion of the Directors, be employed in the business of the Company.
39.7
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder
or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or
joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable
in respect of the Share held by them as joint holders.
39.8
No Dividend or other distribution shall bear interest against the Company.
39.9
Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on
which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in
the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend
or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period
of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
40
Capitalisation
The
Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including
the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise
available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such
Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the
Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby
the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person
to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters
incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the
Company.
41
Books of Account
41.1
The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts
and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the
receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such
books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not
be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s
affairs and to explain its transactions.
41.2
The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts
and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director)
shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the
Directors or by the Company in general meeting.
41.3
The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets,
group accounts (if any) and such other reports and accounts as may be required by law.
42
Audit
42.1
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
42.2
Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are
listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the
Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall
establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and
review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee
shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter,
or more frequently as circumstances dictate.
42.3
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate
review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential
conflicts of interest.
42.4
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
42.5
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by their becoming incapable of acting by reason of
illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration
of such Auditor.
42.6
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall
be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the
duties of the Auditor.
42.7
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next
annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an
ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered
with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors
or any general meeting of the Members.
42.8
Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director
interested in such payment abstaining from such review and approval.
42.9
At least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the rules and
regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority
or otherwise under Applicable Law. The “audit committee financial expert” shall have such past employment experience in finance
or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in
the individual’s financial sophistication.
43
Notices
43.1
Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, telex,
fax or email to such Member or to such Member’s address as shown in the Register of Members (or where the notice is given by email
by sending it to the email address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail.
Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange,
the Securities and Exchange Commission and/or any other competent regulatory authority.
43.2
Where a notice is sent by:
(a)
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to
have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was
delivered to the courier;
(b)
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice,
and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands)
following the day on which the notice was posted;
(c)
telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed
to have been received on the same day that it was transmitted; and
(d)
email or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the email to the email
address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not
be necessary for the receipt of the email to be acknowledged by the recipient.
43.3
A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in
consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles
and shall be 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 supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving
the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
43.4
Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement
to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if
given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves because
they are a legal personal representative or a trustee in bankruptcy of a Member where the Member but for their death or bankruptcy would
be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
44
Winding Up
44.1
If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in
such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:
(a)
if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share
capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the
par value of the Shares held by them; or
(b)
if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s
issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the
par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which
there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
44.2
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special
Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of
the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any
assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may,
with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the
liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is
a liability.
45
Indemnity and Insurance
45.1
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former
Director and former Officer (each an “Indemnified Person”) shall be indemnified out of the assets of the Company against
any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any
of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they
may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or
damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability
arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud
or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.
45.2
The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection
with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could
be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the
advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was
not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that
such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not
be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest)
by the Indemnified Person.
45.3
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other Officer against
any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach
of duty or breach of trust of which such person may be guilty in relation to the Company.
46
Financial Year
Unless
the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year
of incorporation, shall begin on 1st January in each year.
47
Transfer by Way of Continuation
If
the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special
Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman
Islands and to be deregistered in the Cayman Islands.
48
Mergers and Consolidations
The
Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such
terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
49
Business Opportunities
49.1
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“Management”) shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or
similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces
any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed
by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate
opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director
and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, directs such corporate
opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.
49.2
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company
and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.
49.3
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article
to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any
and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law,
the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.
50
Exclusive Jurisdiction and Forum
50.1
Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive
jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any
way to each Member’s shareholding in the Company, including but not limited to:
(a)
any derivative action or proceeding brought on behalf of the Company;
(b)
any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee
of the Company to the Company or the Members;
(c)
any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles; or
(d)
any action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognised
under the laws of the United States of America).
50.2
Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.
50.3
Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges that damages alone would not be
an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly the Company
shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for
any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
50.4
This Article 50 shall not apply to any action or suits brought to enforce any liability or duty created by the U.S. Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district courts of the United States
of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.
Exhibit
99.1
Chijet
Motor Company, Inc.
NOTICE
OF 2024 annual GENERAL MEETING
To
be held on June 28, 2024
Notice
is hereby given that the 2024 annual general meeting
(the “Meeting”) of Chijet Motor Company, Inc. (the “Company”), a Cayman Islands exempted company with limited
liability, will be held at No. 40 Tianshan Road, Economic & Technological Development Zone, Yantai, Shandong, China on June 28, 2024
at 10:00 A.M. (local time) for the following purposes:
1.
To lay before the Meeting the Company’s profit and loss accounts and balance sheets for the fiscal year ended December 31, 2023
prepared by the CFO of the Company.
2.
To consider and, if thought fit, pass with or without amendments, the following resolutions of the Company:
RESOLUTION
1:
A
proposal, as an ordinary resolution that:
| (a) | every
30 issued and unissued existing ordinary shares of US$0.0001 par value each of the
Company be consolidated into one (1) ordinary share of US$0.003 par value each (the
“Consolidated Ordinary Shares”), with such Consolidated Ordinary Shares ranking
pari passu in all respect with each other and having the same rights and being subject
to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001
par value each of the Company as set out in the Company’s memorandum and articles of
association (the “Share Consolidation”); |
| | |
| (b) | as
a result of the Share Consolidation, the authorized share capital of the Company be amended
from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each;
to US$50,000 divided into 16,666,667 ordinary shares of a par value of US$0.003
each; and |
| | |
| (c) | all
fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share
Consolidation will not be issued to the shareholders of the Company and the Company be authorized
to round up any fractional shares resulting from the Share Consolidation to the next whole
number, such that each shareholder of the Company will be entitled to receive one Consolidated
Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation. |
Resolution
to be Voted Upon:
RESOLVED,
AS AN ORDINARY RESOLUTION, THAT the authorized share capital of the Company be consolidated as follows:
From:
US$50,000.00 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
To:
US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;
By:
the consolidation of 500,000,000 shares of a nominal or par value of US$0.0001 each into 16,666,667 shares of a nominal or
par value of US$ 0.003 each.
RESOLUTION
2:
A
proposal, as an ordinary resolution that, subject to the approval of Resolution 1, the Company’s authorized share capital be increased
from US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$ 0.003 each; to US$30,000,000.00
divided into 10,000,000,000 shares of a nominal or par value of US$0.003 each.
Resolution
2 is conditional upon the approval of Resolution 1. If Resolution 1 is not approved, then Resolution 2 will not be proposed during the
Meeting.
Resolution
to be Voted Upon:
RESOLVED,
AS AN ORDINARY RESOLUTION, THAT, subject to the approval of Resolution 1, the authorized share capital of the Company be increased
as follows:
From:
US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;
To:
US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$ 0.003 each;
By:
the creation of an additional 9,983,333,333 shares of a nominal or par value of US$0.003 each to rank pari passu
with the existing shares.
RESOLUTION
3:
A
proposal as a special resolution that in the event Resolution 1 is approved but Resolution 2 is not approved, upon the approval of Resolution
1, the amended and restated memorandum and articles of association of the Company reflecting the provisions in Resolution 1, a copy of
which is included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 11, 2024,
be adopted, in its entirety and in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles
of association of the Company with immediate effect.
Resolution
3 is conditional upon the approval of Resolution 1. If Resolution 2 is not approved, then Resolution 3 will be proposed during the Meeting
to the exclusion of Resolution 4.
Resolution
to be Voted Upon:
RESOLVED,
AS A SPECIAL RESOLUTION, THAT, in the event that Resolution 1 is approved but Resolution 2 is not approved, upon the approval of
Resolution 1, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated
by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association
included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June 11, 2024.
RESOLUTION
4:
A
proposal as a resolution that in the event both Resolution 1 and Resolution 2 are approved, upon the approval thereof, the amended and
restated memorandum and articles of association of the Company, a copy of which is included in Exhibit 3.2 to the Form 6-K filed by the
Company with the U. S. Securities and Exchange Commission on June 12, 2024, be adopted, in its entirety and in substitution
for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with immediate
effect.
Resolution
4 is conditional upon the approval of Resolution 1 and Resolution 2. If Resolution 1 and Resolution 2 are approved then Resolution 4
will be proposed during the Meeting to the exclusion of Resolution 3.
Resolution
to be Voted Upon:
RESOLVED,
AS A SPECIAL RESOLUTION, THAT, in the event that both Resolution 1 and Resolution 2 are approved, upon the approval of Resolution
1 and Resolution 2, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and
restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles
of Association included in Exhibit 3.2 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on June
12, 2024.
All
shareholders of the Company at the close of business on June 7, 2024 are entitled to receive notice of, attend and vote on the matters
to be acted on at the Meeting and any adjourned or postponed meeting thereof.
By
Order of the Board of Directors,
| Chijet
Motor Company, Inc. |
|
| |
|
| /s/
Mu Hongwei |
|
| Mu
Hongwei |
|
| President
and Chief Executive Officer |
|
June
12, 2024
A
form of proxy has been included with this Notice.
NOTES
IF
YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN
PERSON OR SEND IN A SPECIFIC PROXY.
| 1
|
A
proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one
or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to
be appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy. |
| |
|
| 2
|
Any
standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at
the Meeting unless revoked prior to the Meeting or the shareholder attends the Meeting in person or executes a specific proxy. |
| |
|
| 3
|
A
form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised
to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with
any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at No.
8, Beijing South Road Economic & Technological Development Zone, Yantai, Shandong, CN-37 264006 People’s Republic of China
or send copies of the foregoing by email to corp.office@chijetmotors.com, in each case marked for the attention of Chijet Motor Company,
Inc., not later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles
of Association of the Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting
in person if you so wish. |
| |
|
| 4
|
If
two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined
by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. |
| |
|
| 5
|
A
shareholder holding more than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares
in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or
abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy
appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either
for or against a resolution and/or abstain from voting. |
| |
|
| 6
|
The
quorum for the Meeting is the holders of a majority of the shares being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorized representative or proxy. |
| |
|
| 7 |
“Ordinary
Resolution” means a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. |
| |
|
| 8 |
“Special
Resolution” means a resolution passed by a majority of at least two-thirds of the shareholders as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the
resolution as a special resolution has been duly given. |
| |
|
| 9 |
If
the proxy is returned without an indication as to how the proxy shall vote, the proxy will vote in favor of each resolution. |
| |
|
| 10 |
This
form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its
seal or under the hand of some officer or attorney duly authorized for that purpose. |
| |
|
| 11 |
Any
alterations made to this form must be initialed by you. |
| |
|
| 12 |
Voting
will be conducted on a poll. |
Chijet
Motor Company, Inc.
(the
“Company”)
Proxy
Form
| I/We1 |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
| |
|
| being
a shareholder/shareholder(s) of the Company and the holder/holders of |
| |
| ___________________________________________________(number
and class of shares) |
| |
| appoint
as my/our proxy2 |
| |
| |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
at
the 2024 annual general meeting of the Company to be held at No. 40 Tianshan Road, Economic & Technological Development Zone,
Yantai, Shandong, China on June 28, 2024 at 10:00 A.M. (local time) and at any adjournment of that meeting.
Please
indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any
such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.
1
Full name(s) and address(es) to be inserted in block letters.
2
Insert name and address of the desired proxy in the spaces provided.
| Resolutions: |
|
|
|
For |
|
Against |
|
Abstain |
| |
|
|
|
|
|
|
|
|
| 1. |
|
RESOLVED,
AS AN ORDINARY RESOLUTION, THAT the authorized share capital of the Company be consolidated
as follows:
From:
US$50,000.00 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each
To:
US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;
By:
the consolidation of 500,000,000 shares of a nominal or par value of US$0.0001 each into 16,666,667 shares of a nominal or
par value of US$0.003 each. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
|
|
|
|
|
| 2. |
|
RESOLVED,
AS AN ORDINARY RESOLUTION, THAT, subject to the approval of Resolution 1, the authorized
share capital of the Company be increased as follows:
From:
US$50,000.00 divided into 16,666,667 shares of a nominal or par value of US$0.003 each;
To:
US$30,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$0.003 each;
By:
the creation of an additional 9,983,333,333 shares of a nominal or par value of US$0.003 each to rank pari passu
with the existing shares. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
|
|
|
|
|
| 3. |
|
RESOLVED,
AS A SPECIAL RESOLUTION, THAT, in the event that Resolution 1 is approved but Resolution 2 is not approved, upon the approval
of Resolution 1, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and
restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles
of Association included in Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on
June 12, 2024. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
|
|
|
|
|
| 4. |
|
RESOLVED,
AS A SPECIAL RESOLUTION, THAT, in the event that both Resolution 1 and Resolution 2 are approved, upon the approval of Resolution
1 and Resolution 2, the Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended
and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles
of Association included in Exhibit 3.2 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on
June 12, 2024. |
|
☐ |
|
☐ |
|
☐ |
Dated 2024
Executed
by:
__________________________________
Signature
of shareholder
Name
of Authorized Officer/Attorney: ________________________3
3
To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf
of the corporate shareholder.
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