Gamehaus Holdings 提交6-K 披露雙重股權架構修訂 強化創辦人控制權

EX-99.1
2
ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

 
 Companies
 Act (Revised)

  

 Company
 Limited by Shares

  

 

 
  

 
  
  

 SECOND Amended and restated

  

 memorandum
 of association
 OF
 Gamehaus Holdings Inc.

  

  

 
 

(Adopted
by special resolution on July 10, 2026)

 

 

  

  

 

 

Companies
Act (Revised)

 

Company
Limited by Shares

 

Second
Amended and Restated

 

Memorandum
of Association

 

of

 

Gamehaus
Holdings Inc.

 

(Adopted
by special resolution on July 10, 2026)

 

1
The name of the Company is Gamehaus Holdings Inc.

 

2
The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand
Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

 

3
The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power
and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4
The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies
Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any
question of corporate benefit.

 

5
Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed,
namely:

 

(a)
the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or

 

(b)
insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed
in that behalf under the Insurance Act (Revised); or

 

(c)
the business of company management without being licensed in that behalf under the Companies Management Act (Revised).

 

6
Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands
and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

  

  

 

 

7
The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that
member’s shares.

 

8
The share capital of the Company is US$100,000 divided into 900,000,000 Class A Ordinary Shares of par value US$0.0001 each and 100,000,000
Class B Ordinary Shares of par value US$0.0001 each. However, subject to the Companies Act (Revised) and the Company’s articles
of association, the Company has power to do any one or more of the following:

 

 (a)
 to
 redeem or repurchase any of its shares; and

 

 (b)
 to
 increase or reduce its capital; and

 

 (c)
 to
 issue any part of its capital (whether original, redeemed, increased or reduced):

 

 (i)
 with
 or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

 (ii)
 subject
 to any limitations or restrictions

 

and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or

 

 (d)
 to
 alter any of those rights, privileges, conditions, limitations or restrictions.

 

9
The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside
the Cayman Islands and to be deregistered in the Cayman Islands.

 

  

  

 

 

 
 Companies
 Act (Revised)

  

 Company
 Limited by Shares

  

 Gamehaus
 Holdings Inc.

 
  

 
  
  

 SECOND
 AMENDED & RESTATED ARTICLES of

 association

  

  

 
 (Adopted
 by special resolution on July 10, 2026)

 

  

 

 

 

 

  

  

 

 

CONTENTS

 

 
 1
 
 Definitions,
 interpretation and exclusion of Table A
 1

 
  
  
  

 
  
 Definitions
 1

 
  
  
  

 
  
 Interpretation
 4

 
  
  
  

 
  
 Exclusion
 of Table A Articles
 5

 
  
  
  

 
 2
 
 Shares
 5

 
  
  
  

 
  
 Power
 to issue Shares and options, with or without special rights
 5

 
  
  
  

 
  
 Power
 to issue fractions of a Share
 6

 
  
  
  

 
  
 Power
 to pay commissions and brokerage fees
 6

 
  
  
  

 
  
 Trusts
 not recognised
 7

 
  
  
  

 
  
 Power
 to vary class rights
 7

 
  
  
  

 
  
 Effect
 of new Share issue on existing class rights
 7

 
  
  
  

 
  
 Capital
 contributions without issue of further Shares
 8

 
  
  
  

 
  
 No
 bearer Shares or warrants
 8

 
  
  
  

 
  
 Treasury
 Shares
 8

 
  
  
  

 
  
 Rights
 attaching to Treasury Shares and related matters
 8

 
  
  
  

 
  
 Annual
 Return
 9

 
  
  
  

 
 3
 
 Register
 of Members
 9

 
  
  
  

 
 4
 
 Share
 certificates
 9

 
  
  
  

 
  
 Issue
 of share certificates
 9

 
  
  
  

 
  
 Renewal
 of lost or damaged share certificates
 10

 
  
  
  

 
 5
 Lien
 on Shares
 10

 
  
  
  

 
  
 Nature
 and scope of lien
 10

 
  
  
  

 
  
 Company
 may sell Shares to satisfy lien
 10

 
  
  
  

 
  
 Authority
 to execute instrument of transfer
 10

 
  
  
  

 
  
 Consequences
 of sale of Shares to satisfy lien
 11

 
  
  
  

 
  
 Application
 of proceeds of sale
 11

 

  

  

 

 

 
 6
 Calls
 on Shares and forfeiture
 11

 
  
  
  

 
  
 Power
 to make calls and effect of calls
 11

 
  
  
  

 
  
 Time
 when call made
 12

 
  
  
  

 
  
 Liability
 of joint holders
 12

 
  
  
  

 
  
 Interest
 on unpaid calls
 12

 
  
  
  

 
  
 Deemed
 calls
 12

 
  
  
  

 
  
 Power
 to accept early payment
 12

 
  
  
  

 
  
 Power
 to make different arrangements at time of issue of Shares
 12

 
  
  
  

 
  
 Notice
 of default
 12

 
  
  
  

 
  
 Forfeiture
 or surrender of Shares
 13

 
  
  
  

 
  
 Disposal
 of forfeited or surrendered Share and power to cancel forfeiture or surrender
 13

 
  
  
  

 
  
 Effect
 of forfeiture or surrender on former Member
 13

 
  
  
  

 
  
 Evidence
 of forfeiture or surrender
 14

 
  
  
  

 
  
 Sale
 of forfeited or surrendered Shares
 14

 
  
  
  

 
 7
 Transfer
 of Shares
 14

 
  
  
  

 
  
 Form
 of transfer
 14

 
  
  
  

 
  
 Power
 to refuse registration for shares not listed on a Designated Stock Exchange
 14

 
  
  
  

 
  
 Suspension
 of transfers
 15

 
  
  
  

 
  
 Company
 may retain instrument of transfer
 15

 
  
  
  

 
  
 Notice
 of refusal to register
 15

 
  
  
  

 
 8
 Transmission
 of Shares
 15

 
  
  
  

 
  
 Persons
 entitled on death of a Member
 15

 
  
  
  

 
  
 Registration
 of transfer of a Share following death or bankruptcy
 15

 
  
  
  

 
  
 Indemnity
 16

 
  
  
  

 
  
 Rights
 of person entitled to a Share following death or bankruptcy
 16

 

  

  

 

 

 
 9
 Alteration
 of capital
 16

 
  
  
  

 
  
 Increasing,
 consolidating, converting, dividing and cancelling share capital
 16

 
  
  
  

 
  
 Dealing
 with fractions resulting from consolidation of Shares
 17

 
  
  
  

 
  
 Reducing
 share capital
 17

 
  
  
  

 
 10
 Conversion,
 redemption and purchase of own Shares
 17

 
  
  
  

 
  
 Power
 to issue redeemable Shares and to purchase own Shares
 17

 
  
  
  

 
  
 Power
 to pay for redemption or purchase in cash or in specie
 18

 
  
  
  

 
  
 Effect
 of redemption or purchase of a Share
 18

 
  
  
  

 
  
 Conversion
 rights
 18

 
  
  
  

 
  
 Share
 conversions
 19

 
  
  
  

 
 11
 Meetings
 of Members
 19

 
  
  
  

 
  
 Power
 to call meetings
 19

 
  
  
  

 
  
 Content
 of notice
 20

 
  
  
  

 
  
 Period
 of notice
 21

 
  
  
  

 
  
 Persons
 entitled to receive notice
 21

 
  
  
  

 
  
 Publication
 of notice on a website
 21

 
  
  
  

 
  
 Time
 a website notice is deemed to be given
 22

 
  
  
  

 
  
 Required
 duration of publication on a website
 22

 
  
  
  

 
  
 Accidental
 omission to give notice or non-receipt of notice
 22

 
  
  
  

 
 12
 Proceedings
 at meetings of Members
 22

 
  
  
  

 
  
 Quorum
 22

 
  
  
  

 
  
 Lack
 of quorum
 22

 
  
  
  

 
  
 Use
 of technology
 23

 
  
  
  

 
  
 Chairman
 23

 
  
  
  

 
  
 Right
 of a director to attend and speak
 23

 
  
  
  

 
  
 Adjournment
 23

 
  
  
  

 
  
 Method
 of voting
 23

 
  
  
  

 
  
 Taking
 of a poll
 23

 

  

  

 

 

 
  
 Chairman’s
 casting vote
 24

 
  
  
  

 
  
 Amendments
 to resolutions
 24

 
  
  
  

 
  
 Written
 resolutions
 24

 
  
  
  

 
  
 Sole-member
 company
 25

 
  
  
  

 
 13
 Voting
 rights of Members
 25

 
  
  
  

 
  
 Right
 to vote
 25

 
  
  
  

 
  
 Voting
 rights
 25

 
  
  
  

 
  
 Rights
 of joint holders
 25

 
  
  
  

 
  
 Representation
 of corporate Members
 26

 
  
  
  

 
  
 Member
 with mental disorder
 26

 
  
  
  

 
  
 Objections
 to admissibility of votes
 26

 
  
  
  

 
  
 Form
 of proxy
 27

 
  
  
  

 
  
 How
 and when proxy is to be delivered
 27

 
  
  
  

 
  
 Voting
 by proxy
 28

 
  
  
  

 
 14
 Number
 and class of directors
 28

 
  
  
  

 
 15
 Appointment,
 disqualification and removal of directors
 29

 
  
  
  

 
  
 No
 age limit
 29

 
  
  
  

 
  
 Corporate
 directors
 29

 
  
  
  

 
  
 No
 shareholding qualification
 29

 
  
  
  

 
  
 Appointment
 and removal of directors
 29

 
  
  
  

 
  
 Resignation
 of directors
 30

 
  
  
  

 
  
 Termination
 of the office of director
 30

 
  
  
  

 
 16
 Alternate
 directors
 31

 
  
  
  

 
  
 Appointment
 and removal
 31

 
  
  
  

 
  
 Rights
 of alternate director
 32

 
  
  
  

 
  
 Appointment
 ceases when the appointor ceases to be a director
 32

 
  
  
  

 
  
 Status
 of alternate director
 32

 

  

  

 

 

 
  
 Status
 of the director making the appointment
 32

 
  
  
  

 
 17
 Powers
 of directors
 33

 
  
  
  

 
  
 Powers
 of directors
 33

 
  
  
  

 
  
 Appointments
 to office
 33

 
  
  
  

 
  
 Remuneration
 34

 
  
  
  

 
  
 Disclosure
 of information
 34

 
  
  
  

 
 18
 Delegation
 of powers
 34

 
  
  
  

 
  
 Power
 to delegate any of the directors’ powers to a committee
 34

 
  
  
  

 
  
 Power
 to appoint an agent of the Company
 35

 
  
  
  

 
  
 Power
 to appoint an attorney or authorised signatory of the Company
 35

 
  
  
  

 
  
 Power
 to appoint a proxy
 35

 
  
  
  

 
  
 Borrowing
 Powers
 36

 
  
  
  

 
  
 Corporate
 Governance
 36

 
  
  
  

 
 19
 Meetings
 of directors
 36

 
  
  
  

 
  
 Regulation
 of directors’ meetings
 36

 
  
  
  

 
  
 Calling
 meetings
 36

 
  
  
  

 
  
 Notice
 of meetings
 36

 
  
  
  

 
  
 Period
 of notice
 36

 
  
  
  

 
  
 Use
 of technology
 36

 
  
  
  

 
  
 Place
 of meetings
 36

 
  
  
  

 
  
 Quorum
 36

 
  
  
  

 
  
 Voting
 37

 
  
  
  

 
  
 Validity
 37

 
  
  
  

 
  
 Recording
 of dissent
 37

 
  
  
  

 
  
 Written
 resolutions
 37

 
  
  
  

 
  
 Sole
 director’s minute
 37

 

  

  

 

 

 
 20
 Permissible
 directors’ interests and disclosure
 38

 
  
  
  

 
  
 Permissible
 interests subject to disclosure
 38

 
  
  
  

 
  
 Notification
 of interests
 38

 
  
  
  

 
  
 Voting
 where a director is interested in a matter
 38

 
  
  
  

 
 21
 Minutes
 39

 
  
  
  

 
 22
 Accounts
 and audit
 39

 
  
  
  

 
  
 Accounting
 and other records
 39

 
  
  
  

 
  
 No
 automatic right of inspection
 39

 
  
  
  

 
  
 Sending
 of accounts and reports
 39

 
  
  
  

 
  
 Time
 of receipt if documents are published on a website
 40

 
  
  
  

 
  
 Validity
 despite accidental error in publication on website
 40

 
  
  
  

 
  
 Audit
 40

 
  
  
  

 
 23
 Financial
 year
 41

 
  
  
  

 
 24
 Record
 dates
 41

 
  
  
  

 
 25
 Dividends
 41

 
  
  
  

 
  
 Source
 of dividends
 41

 
  
  
  

 
  
 Declaration
 of dividends by Members
 41

 
  
  
  

 
  
 Payment
 of interim dividends and declaration of final dividends by directors
 41

 
  
  
  

 
  
 Apportionment
 of dividends
 42

 
  
  
  

 
  
 Right
 of set off
 42

 
  
  
  

 
  
 Power
 to pay other than in cash
 42

 
  
  
  

 
  
 How
 payments may be made
 43

 
  
  
  

 
  
 Dividends
 or other moneys not to bear interest in absence of special rights
 43

 
  
  
  

 
  
 Dividends
 unable to be paid or unclaimed
 43

 
  
  
  

 
 26
 Capitalisation
 of profits
 44

 
  
  
  

 
  
 Capitalisation
 of profits or of any share premium account or capital redemption reserve
 44

 
  
  
  

 
  
 Applying
 an amount for the benefit of members
 44

 

  

  

 

 

 
 27
 Share
 premium account
 44

 
  
  
  

 
  
 Directors
 to maintain share premium account
 44

 
  
  
  

 
  
 Debits
 to share premium account
 44

 
  
  
  

 
 28
 Seal
 45

 
  
  
  

 
  
 Company
 seal
 45

 
  
  
  

 
  
 Duplicate
 seal
 45

 
  
  
  

 
  
 When
 and how seal is to be used
 45

 
  
  
  

 
  
 If
 no seal is adopted or used
 45

 
  
  
  

 
  
 Power
 to allow non-manual signatures and facsimile printing of seal
 45

 
  
  
  

 
  
 Validity
 of execution
 45

 
  
  
  

 
 29
 Indemnity
 46

 
  
  
  

 
  
 Indemnity
 46

 
  
  
  

 
  
 Release
 46

 
  
  
  

 
  
 Insurance
 46

 
  
  
  

 
 30
 Notices
 47

 
  
  
  

 
  
 Form
 of notices
 47

 
  
  
  

 
  
 Electronic
 communications
 47

 
  
  
  

 
  
 Persons
 authorised to give notices
 47

 
  
  
  

 
  
 Delivery
 of written notices
 48

 
  
  
  

 
  
 Joint
 holders
 48

 
  
  
  

 
  
 Signatures
 48

 
  
  
  

 
  
 Evidence
 of transmission
 48

 
  
  
  

 
  
 Giving
 notice to a deceased or bankrupt Member
 48

 
  
  
  

 
  
 Date
 of giving notices
 48

 
  
  
  

 
  
 Saving
 provision
 49

 
  
  
  

 
 31
 Authentication
 of Electronic Records
 49

 
  
  
  

 
  
 Application
 of Articles
 49

 
  
  
  

 
  
 Authentication
 of documents sent by Members by Electronic means
 49

 

  

  

 

 

 
  
 Authentication
 of document sent by the Secretary or Officers of the Company by Electronic means
 50

 
  
  
  

 
  
 Manner
 of signing
 50

 
  
  
  

 
  
 Saving
 provision
 50

 
  
  
  

 
 32
 Transfer
 by way of continuation
 51

 
  
  
  

 
 33
 Winding
 up
 51

 
  
  
  

 
  
 Distribution
 of assets in specie
 51

 
  
  
  

 
  
 No
 obligation to accept liability
 51

 
  
  
  

 
  
 The
 directors are authorised to present a winding up petition
 51

 
  
  
  

 
 34
 Amendment
 of Memorandum and Articles
 51

 
  
  
  

 
  
 Power
 to change name or amend Memorandum
 51

 
  
  
  

 
  
 Power
 to amend these Articles
 51

 

  

  

 

 

Companies
Act (Revised)

 

Company
Limited by Shares

 

Second
Amended & Restated Articles of Association

 

of

 

Gamehaus
Holdings Inc.

 

(Adopted
by special resolution on July 10, 2026)

 

1Definitions,
 interpretation and exclusion of Table A

 

Definitions

 

1.1In
 these Articles, the following definitions apply:

 

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

 

Affiliate
means, with respect to a person, (i) any other person which, directly or indirectly, through one or more intermediaries, Controls, is
Controlled by or is under common Control with such person, including trusts, funds and accounts promoted, sponsored, managed, advised
or serviced by such person (ii) if such person is an individual, his/her Family Member and Affiliates of such person and/or his/her Family
Members; provided, that in the case of a Key Executive, the term Affiliate shall include such Key Executive’s Permitted Entities,
notwithstanding anything to the contrary contained herein.

 

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, as appropriate:

 

(a)these
 articles of association as amended from time to time: or

 

(b)two
 or more particular articles of these Articles;

 

and
Article refers to a particular article of these Articles.

 

Audit
Committee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.

 

Auditor
means the person for the time being performing the duties of auditor of the Company.

 

Business
Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close
in New York City or the Cayman Islands (b) a Saturday or (c) a Sunday.

 

Cayman
Islands means the British Overseas Territory of the Cayman Islands.

 

 1

  

 

 

Class
A Ordinary Share means an Ordinary Share designated by the directors as a Class A Ordinary Share.

 

Class
B Ordinary Share means an Ordinary Share designated by the directors as a Class B Ordinary Share.

 

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

 

(a)the
 day when the notice is given or deemed to be given; and

 

(b)the
 day for which it is given or on which it is to take effect.

 

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.

 

Control,
Controlling, under common Control with means, with respect to any person, the possession, directly or indirectly, of the power or
authority (whether exercised or not) to direct or cause the direction of the operation of that person, whether through the ownership
of voting securities, by contract, as a trustee or executor, or otherwise, and in any event shall be deemed to exist where one person
owns more than 50% voting securities of another person or has the right to appoint or remove a majority of the board of directors (or
a similar governing body) of such other person).

 

Default
Rate means 10% (ten per cent) per annum.

 

Designated
Stock Exchange means the Nasdaq Global Market in the United States of America for so long as the Company’s Shares are there
listed and any other stock exchange on which the Company’s Shares are listed for trading.

 

Designated
Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the
original and continued listing of any Shares on the Designated Stock Exchanges;

 

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

 

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

 

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

 

Family
Member means, with respect to an individual, any of such individual’s former, current or future spouse, parent, step-parent,
grandparent, step-grandparent, child, step-child, grandchild, step-grandchild, sibling, step-sibling, niece, nephew and in-laws, including
adoptive relationships.

 

 2

  

 

 

Fully
Paid and Paid Up:

 

(a)in
 relation to a Share with par value, means that the par value for that Share and any premium
 payable in respect of the issue of that Share, has been fully paid or credited as paid in
 money or money’s worth;

 

(b)in
 relation to a Share without par value, means that the agreed issue price for that Share has
 been fully paid or credited as paid in money or money’s worth.

 

Independent
Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the directors.

 

Key
Executives means Funtery Holding Limited, a company incorporated in the British Virgin Islands, and Feng Xie, who indirectly holds
the 100% issued share capital of Funtery Holding Limited through Cyberjoy Holding Limited.

 

Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.

 

Memorandum
means the memorandum of association of the Company as amended from time to time.

 

Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

 

Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

 

Ordinary
Share means an ordinary share in the capital of the Company having the rights set out in these Articles and issued as either a Class
A Ordinary Share or as a Class B Ordinary Share. In these Articles the term Ordinary Share shall embrace all classes of Ordinary Share
except where reference is made to a specific class.

 

Permitted
Transferee means, with respect to each holder of Class B Ordinary Shares, any or all of the following: (a) any Key Executive; (b)
any Key Executive’s Affiliate; (c) the Company or any of its subsidiaries; (d) in connection with a transfer as a result of, or
in connection with, the death or incapacity of a Key Executive, any Key Executive’s Family Members, another holder of Class B Ordinary
Shares, or a designee approved by majority of all directors, provided that in case of any transfer of Class B Ordinary Shares pursuant
to clauses (b) through (c) above to a person who at any later time ceases to be a Permitted Transferee under the relevant clause, the
Company shall be entitled to refuse registration of any subsequent transfer of such Class B Ordinary Shares except back to the transferor
of such Class B Ordinary Shares pursuant to clauses (b) through (c) (or to a Key Executive or his or her Permitted Transferees) and in
the absence of such transfer back to the transferor (or to a Key Executive or his or her Permitted Transferees), the applicable Class
B Ordinary Shares shall convert in accordance with Article 10.6 applied mutatis mutandis.

 

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

 

SEC
means the United States Securities and Exchange Commission.

 

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

 

 3

  

 

 

Share
means an ordinary share in the share capital of the Company; and the expression:

 

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

 

(b)where
 the context permits, also includes a fraction of a share.

 

Special
Resolution has the meaning given to that term in the Act. The expression also includes a unanimous written resolution.

 

Treasury
Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.16.

 

Interpretation

 

1.2In
 the interpretation of these Articles, the following provisions apply unless the context otherwise
 requires:

 

(a)A
 reference in these Articles to a statute is a reference to a statute of the Cayman Islands
 as known by its short title, and includes:

 

(i)any
 statutory modification, amendment or re-enactment; and

 

(ii)any
 subordinate legislation or regulations issued under that statute.

 

Without
limitation to the preceding sentence, a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of
that Law in force from time to time as amended from time to time.

 

(b)Headings
 are inserted for convenience only and do not affect the interpretation of these Articles,
 unless there is ambiguity.

 

(c)If
 a day on which any act, matter or thing is to be done under these Articles is not a Business
 Day, the act, matter or thing must be done on the next Business Day.

 

(d)A
 word which denotes the singular also denotes the plural, a word which denotes the plural
 also denotes the singular, and a reference to any gender also denotes the other genders.

 

(e)A
 reference to a person includes, as appropriate, a company, trust, partnership, joint venture,
 association, body corporate or government agency.

 

(f)Where
 a word or phrase is given a defined meaning another part of speech or grammatical form in
 respect to that word or phrase has a corresponding meaning.

 

(g)All
 references to time are to be calculated by reference to time in the place where the Company’s
 registered office is located.

 

(h)The
 words written and in writing include all modes of representing or reproducing words in a
 visible form, but do not include an Electronic Record where the distinction between a document
 in writing and an Electronic Record is expressed or implied.

 

 4

  

 

 

(i)The
 words including, include and in particular or any similar expression are to be construed
 without limitation.

 

Exclusion
of Table A Articles

 

1.3The
 regulations contained in Table A in the First Schedule of the Act and any other regulations
 contained in any statute or subordinate legislation are expressly excluded and do not apply
 to the Company.

 

2Shares

 

Power
to issue Shares and options, with or without special rights

 

2.1Subject
 to the provisions of the Act and these Articles and, where applicable, the rules of the Designated
 Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights
 attached to any existing Shares, the directors have general and unconditional authority to
 allot (with or without confirming rights of renunciation), issue, grant options over or otherwise
 deal with any unissued Shares of the Company to such persons, at such times and on such terms
 and conditions as they may decide. No Share may be issued at a discount except in accordance
 with the provisions of the Act.

 

2.2Without
 limitation to the preceding Article, the directors may so deal with the unissued Shares of
 the Company:

 

(a)either
 at a premium or at par;

 

(b)with
 or without preferred, deferred or other special rights or restrictions whether in regard
 to dividend, voting, return of capital or otherwise.

 

2.3The
 Company may issue rights, options, warrants or convertible securities or securities of similar
 nature conferring the right upon the holders thereof to subscribe for, purchase or receive
 any class of Shares or other securities in the Company at such times and on such terms and
 conditions as the directors may decide.

 

2.4The
 Company may issue units of securities in the Company, which may be comprised of 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, on such terms and conditions as the directors may decide.

 

2.5Subject
 to Article 2.10, each Share in the Company confers upon the Member the following rights:

 

(a)each
 holder of Class A Ordinary Shares shall be entitled to exercise one (1) vote for each Class
 A Ordinary Share he or she or it holds on any and all matters, whereas each holder of Class
 B Ordinary Shares shall be entitled to exercise fifty (50) votes for each Class B Ordinary
 Share he or she or it holds on any and all matters as set out in Article 13.3;

 

(b)each
 Class B Ordinary Share shall be convertible, at the option of the holder thereof, at any
 time after the date of issuance of such Share, at the office of the Company or any transfer
 agent for such Shares, into one fully paid and non-assessable Class A Ordinary Share as set
 out in Article 10.5; and

 

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(c)save
 and except for voting rights and conversion rights as set out in this Article 2.5, Article
 13.3 and 10.5, the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari
 passu with one another and shall have the same rights, preferences, privileges and restrictions.

 

2.6Subject
 to the Applicable Law, in addition to any rights provided by the Act or otherwise set forth
 in these Articles, the Company shall not, without the approval by vote or written consent
 of the holders of a majority of the voting power of the Class B Ordinary Shares, voting exclusively
 and as a separate class, directly or indirectly, or whether by amendment of these Articles,
 or through merger, recapitalization, consolidation or otherwise:

 

(a)increase
 the number of authorized Class B Ordinary Shares;

 

(b)issue
 any Class B Ordinary Shares or securities convertible into or exchangeable for Class B Ordinary
 Shares, other than (i) to any Key Executive or his or her Affiliates, or (ii) on a pro rata
 basis to all holders of Class B Ordinary Shares permitted to hold such shares under these
 Articles;

 

(c)create,
 authorize, issue, or reclassify into, any preference shares in the capital of the Company
 or any Share that carries more than one (1) vote per Share;

 

(d)reclassify
 any Class B Ordinary Shares into any other class of Shares or consolidate or combine any
 Class B Ordinary Shares without proportionately increasing the number of votes per Class
 B Ordinary Share; or

 

(e)amend,
 restate, waive, adopt any provision inconsistent with or otherwise vary or alter any provision
 of the Memorandum or these Articles relating to the voting, conversion or other rights, powers,
 preferences, privileges or restrictions of the Class B Ordinary Shares.

 

Power
to issue fractions of a Share

 

2.7Subject
 to the Act, the Company may, but shall not otherwise be obliged to, issue fractions of a
 Share of any class or round up or down fractional holdings of Shares to its nearest whole
 number. A fraction of a Share shall be subject to and carry the corresponding fraction of
 liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges,
 qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

 

Power
to pay commissions and brokerage fees

 

2.8The
 Company may, in so far as the Act permits, pay a commission to any person in consideration
 of that person:

 

(a)subscribing
 or agreeing to subscribe, whether absolutely or conditionally; or

 

(b)procuring
 or agreeing to procure subscriptions, whether absolute or conditional

 

for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.

 

2.9The
 Company may employ a broker in the issue of its capital and pay him any proper commission
 or brokerage.

 

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Trusts
not recognised

 

2.10Except
 as required by Applicable Law:

 

(a)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) any other rights in respect of any Share other than an absolute
 right to the entirety thereof in the holder; and

 

(b)no
 person other than the Member shall be recognised by the Company as having any right in a
 Share.

 

Power
to vary class rights

 

2.11If
 the share capital is divided into different classes of Shares then, unless the terms on which
 a class of Shares was issued state otherwise, the rights attaching to a class of Shares may
 only be varied if one of the following applies:

 

(a)the
 Members holding not less than two thirds of the issued Shares of that class consent in writing
 to the variation; or

 

(b)the
 variation is made with the sanction of a Special Resolution passed at a separate general
 meeting of the Members holding the issued Shares of that class.

 

2.12For
 the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles
 relating to general meetings apply, mutatis mutandis, to every such separate meeting except
 that:

 

(a)the
 necessary quorum shall be one or more persons holding, or representing by proxy, not less
 than one third of the issued Shares of the class; and

 

(b)any
 Member holding issued Shares of the class, present in person or by proxy or, in the case
 of a corporate Member, by its duly authorised representative, may demand a poll.

 

2.13For
 the purposes of a separate class meeting, the directors may treat to or more or all the classes
 of Shares as forming one class of Shares if the directors consider that such classes of Shares
 would be affected in the same way by the proposals under consideration, but in any other
 case shall treat as separate classes of Shares.

 

Effect
of new Share issue on existing class rights

 

2.14Unless
 the terms on which a class of Shares was issued state otherwise, the rights conferred on
 the Member holding Shares of any class shall not be deemed to be varied by the creation or
 issue of further Shares ranking pari passu with the existing Shares of that class.

 

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Capital
contributions without issue of further Shares

 

2.15With
 the consent of a Member, the directors may accept a voluntary contribution to the capital
 of the Company from that Member without issuing Shares in consideration for that contribution.
 In that event, the contribution shall be dealt with in the following manner:

 

(a)It
 shall be treated as if it were a share premium.

 

(b)Unless
 the Member agrees otherwise:

 

(i)if
 the Member holds Shares in a single class of Shares - it shall be credited to the share premium
 account for that class of Shares;

 

(ii)if
 the Member holds Shares of more than one class - it shall be credited rateably to the share
 premium accounts for those classes of Shares (in the proportion that the sum of the issue
 prices for each class of Shares that the Member holds bears to the total issue prices for
 all classes of Shares that the Member holds).

 

(c)It
 shall be subject to the provisions of the Act and these Articles applicable to share premiums.

 

No
bearer Shares or warrants

 

2.16The
 Company shall not issue Shares or warrants to bearers.

 

Treasury
Shares

 

2.17Shares
 that the Company purchases, redeems or acquires by way of surrender in accordance with the
 Act shall be held as Treasury Shares and not treated as cancelled if:

 

(a)the
 directors so determine prior to the purchase, redemption or surrender of those shares; and

 

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

 

Rights
attaching to Treasury Shares and related matters

 

2.18No
 dividend may be declared or paid, and no other distribution (whether in cash or otherwise)
 of the Company’s assets (including any distribution of assets to members on a winding
 up) may be made to the Company in respect of a Treasury Share.

 

2.19The
 Company shall be entered in the Register as the holder of the Treasury Shares. However:

 

(a)the
 Company shall not be treated as a member for any purpose and shall not exercise any right
 in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

 

(b)a
 Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company
 and shall not be counted in determining the total number of issued shares at any given time,
 whether for the purposes of these Articles or the Act.

 

2.20Nothing
 in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect
 of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury
 Share shall be treated as Treasury Shares.

 

2.21Treasury
 Shares may be disposed of by the Company in accordance with the Act and otherwise on such
 terms and conditions as the directors determine.

 

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Annual
Return

 

2.22The
 Directors in each calendar year shall prepare or cause to be prepared an annual return and
 declaration setting forth the particulars required by the Act and shall deliver a copy thereof
 to the registrar of companies for the Cayman Islands.

 

3Register
 of Members

 

3.1The
 Company shall maintain or cause to be maintained the Register of Members in accordance with
 the Act.

 

3.2The
 directors may determine that the Company shall maintain one or more branch registers of Members
 in accordance with the Act. 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.

 

3.3The
 title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in
 accordance with the laws applicable to the rules and regulations of the Designated Stock
 Exchange and, for these purposes, the register of Members may be maintained in accordance
 with section 40B of the Act.

 

4Share
 certificates

 

Issue
of share certificates

 

4.1A
 Member shall only be entitled to a share certificate if the directors resolve that share
 certificates shall be issued. Share certificates representing Shares, if any, shall be in
 such form as the directors may determine. If the directors resolve that share certificates
 shall be issued, upon being entered in the Register of Members as the holder of a Share,
 the directors may issue to any Member:

 

(a)without
 payment, to one certificate for all the Shares of each class held by that Member (and, upon
 transferring a part of the Member’s holding of Shares of any class, to a certificate
 for the balance of that holding); and

 

(b)upon
 payment of such reasonable sum as the directors may determine for every certificate after
 the first, to several certificates each for one or more of that Member’s Shares.

 

4.2Every
 certificate shall specify the number, class and distinguishing numbers (if any) of the Shares
 to which it relates and whether they are Fully Paid or partly paid up. A certificate may
 be executed under seal or executed in such other manner as the directors determine.

 

4.3Every
 certificate shall bear legends required under the Applicable Laws.

 

4.4The
 Company shall not be bound to issue more than one certificate for Shares held jointly by
 several persons and delivery of a certificate for a Share to one joint holder shall be a
 sufficient delivery to all of them.

 

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Renewal
of lost or damaged share certificates

 

4.5If
 a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms
 (if any) as to:

 

(a)evidence;

 

(b)indemnity;

 

(c)payment
 of the expenses reasonably incurred by the Company in investigating the evidence; and

 

(d)payment
 of a reasonable fee, if any, for issuing a replacement share certificate

 

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

 

5Lien
 on Shares

 

Nature
and scope of lien

 

5.1The
 Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered
 in the name of a Member (whether solely or jointly with others). The lien is for all moneys
 payable to the Company by the Member or the Member’s estate:

 

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

 

(b)whether
 or not those moneys are presently payable.

 

5.2At
 any time the directors may declare any Share to be wholly or partly exempt from the provisions
 of this Article.

 

Company
may sell Shares to satisfy lien

 

5.3The
 Company may sell any Shares over which it has a lien if all of the following conditions are
 met:

 

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

 

(b)the
 Company gives notice to the Member holding the Share (or to the person entitled to it in
 consequence of the death or bankruptcy of that Member) demanding payment and stating that
 if the notice is not complied with the Shares may be sold; and

 

(c)that
 sum is not paid within 14 Clear Days after that notice is deemed to be given under these
 Articles.

 

5.4The
 Shares may be sold in such manner as the directors determine.

 

5.5To
 the maximum extent permitted by Applicable Law, the directors shall incur no personal liability
 to the Member concerned in respect of the sale.

 

Authority
to execute instrument of transfer

 

5.6To
 give effect to a 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
 title of the transferee of the Shares shall not be affected by any irregularity or invalidity
 in the proceedings in respect of the sale.

 

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Consequences
of sale of Shares to satisfy lien

 

5.7On
 sale pursuant to the preceding Articles:

 

(a)the
 name of the Member concerned shall be removed from the Register of Members as the holder
 of those Shares; and

 

(b)that
 person shall deliver to the Company for cancellation the certificate for those Shares.

 

Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment
at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly
or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received
on their disposal.

 

Application
of proceeds of sale

 

5.8The
 net proceeds of the sale, after payment of the costs, shall be applied in payment of so much
 of the sum for which the lien exists as is presently payable. Any residue shall be paid to
 the person whose Shares have been sold:

 

(a)if
 no certificate for the Shares was issued, at the date of the sale; or

 

(b)if
 a certificate for the Shares was issued, upon surrender to the Company of that certificate
 for cancellation

 

but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

 

6Calls
 on Shares and forfeiture

 

Power
to make calls and effect of calls

 

6.1Subject
 to the terms of allotment, the directors may make calls on the Members in respect of any
 moneys unpaid on their Shares including any premium. The call may provide for payment to
 be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when
 and where payment is to be made, each Member shall pay to the Company the amount called on
 his Shares as required by the notice.

 

6.2Before
 receipt by the Company of any sum due under a call, that call may be revoked in whole or
 in part and payment of a call may be postponed in whole or in part. Where a call is to be
 paid in instalments, the Company may revoke the call in respect of all or any remaining instalments
 in whole or in part and may postpone payment of all or any of the remaining instalments in
 whole or in part.

 

6.3A
 Member on whom a call is made shall remain liable for that call notwithstanding the subsequent
 transfer of the Shares in respect of which the call was made. A person shall not be liable
 for calls made after such person is no longer registered as Member in respect of those Shares.

 

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Time
when call made

 

6.4A
 call shall be deemed to have been made at the time when the resolution of the directors authorising
 the call was passed.

 

Liability
of joint holders

 

6.5Members
 registered as the joint holders of a Share shall be jointly and severally liable to pay all
 calls in respect of the Share.

 

Interest
on unpaid calls

 

6.6If
 a call remains unpaid after it has become due and payable the person from whom it is due
 and payable shall pay interest on the amount unpaid from the day it became due and payable
 until it is paid:

 

(a)at
 the rate fixed by the terms of allotment of the Share or in the notice of the call; or

 

(b)if
 no rate is fixed, at the Default Rate.

 

The
directors may waive payment of the interest wholly or in part.

 

Deemed
calls

 

6.7Any
 amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise,
 shall be deemed to be payable as a call. If the amount is not paid when due the provisions
 of these Articles shall apply as if the amount had become due and payable by virtue of a
 call.

 

Power
to accept early payment

 

6.8The
 Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares
 held by him although no part of that amount has been called up.

 

Power
to make different arrangements at time of issue of Shares

 

6.9Subject
 to the terms of allotment, the directors may make arrangements on the issue of Shares to
 distinguish between Members in the amounts and times of payment of calls on their Shares.

 

Notice
of default

 

6.10If
 a call remains unpaid after it has become due and payable the directors may give to the person
 from whom it is due not less than 14 Clear Days’ notice requiring payment of:

 

(a)the
 amount unpaid;

 

(b)any
 interest which may have accrued;

 

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

 

6.11The
 notice shall state the following:

 

(a)the
 place where payment is to be made; and

 

(b)a
 warning that if the notice is not complied with the Shares in respect of which the call is
 made will be liable to be forfeited.

 

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Forfeiture
or surrender of Shares

 

6.12If
 the notice under the preceding Article is not complied with, the directors may, before the
 payment required by the notice has been received, resolve that any Share the subject of that
 notice be forfeited. The forfeiture shall include all dividends or other moneys payable in
 respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing,
 the directors may determine that any Share the subject of that notice be accepted by the
 Company as surrendered by the Member holding that Share in lieu of forfeiture.

 

6.13The
 directors may accept the surrender for no consideration of any Fully Paid Share.

 

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

 

6.14A
 forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such
 terms and in such manner as the directors determine either to the former Member who held
 that Share or to any other person. The forfeiture or surrender may be cancelled on such terms
 as the directors think fit at any time before a sale, re-allotment or other disposition.
 Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred
 to any person, the directors may authorise some person to execute an instrument of transfer
 of the Share to the transferee.

 

Effect
of forfeiture or surrender on former Member

 

6.15On
 forfeiture or surrender:

 

(a)the
 name of the Member concerned shall be removed from the Register of Members as the holder
 of those Shares and that person shall cease to be a Member in respect of those Shares; and

 

(b)that
 person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
 or surrendered Shares.

 

6.16Despite
 the forfeiture or surrender of his Shares, that person shall remain liable to the Company
 for all moneys which at the date of forfeiture or surrender were presently payable by him
 to the Company in respect of those Shares together with:

 

(a)all
 expenses; and

 

(b)interest
 from the date of forfeiture or surrender until payment:

 

(i)at
 the rate of which interest was payable on those moneys before forfeiture; or

 

(ii)if
 no interest was so payable, at the Default Rate.

 

The
directors, however, may waive payment wholly or in part.

 

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Evidence
of forfeiture or surrender

 

6.17A
 declaration, whether statutory or under oath, made by a director or the Secretary shall be
 conclusive evidence of the following matters stated in it as against all persons claiming
 to be entitled to forfeited Shares:

 

(a)that
 the person making the declaration is a director or Secretary of the Company, and

 

(b)that
 the particular Shares have been forfeited or surrendered on a particular date.

 

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

 

Sale
of forfeited or surrendered Shares

 

6.18Any
 person to whom the forfeited or surrendered Shares are disposed of shall not be bound to
 see to the application of the consideration, if any, of those Shares nor shall his title
 to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect
 of, the forfeiture, surrender or disposal of those Shares.

 

7Transfer
 of Shares

 

Form
of transfer

 

7.1Subject
 to the following Articles about the transfer of Shares, and provided that such transfer complies
 with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities
 laws of the United States, a Member may freely transfer Shares to another person by completing
 an instrument of transfer in a common form or in a form prescribed by the Designated Stock
 Exchange (if such Shares are listed on t