PS International Group 擬增法定股本160倍 8月18日開股東特別大會

EX-99.1
2
ea029866701ex99-1.htm
NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS AND PROXY STATEMENT

 
 Exhibit 99.1

 PS International Group Ltd.

 (the Company)

 NOTICE OF EXTRAORDINARY GENERAL MEETING

 Notice is hereby given that the extraordinary general meeting (the Meeting) of PS International Group Ltd., a Cayman Islands exempted company with limited liability (the Company) will be held at Flat 1703, 17 Floor, First Group Center, No. 23 Wang Chiu Road, Kowloon Bay, Hong Kong on August 18, 2026 at 9:00 p.m., Hong Kong Time, (9 a.m., Eastern Daylight Time, on August 18, 2026) for the purpose of, considering and, if thought fit, passing the following proposals of the Company:

 Proposal 1 — ADOPTION OF THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL

 “RESOLVED, as a special resolution that, the Company adopt the third amended and restated memorandum and articles of association (the ARM&A) in its entirety and in substitution for and to the exclusion of the currently effective amended and restated memorandum and articles of association, the form of which is attached to this notice and the accompanying proxy statement as Appendix A, with immediate effect.”

 Proposal 2 — CHANGE OF AUTHORIZED SHARE CAPITAL PROPOSAL

 “RESOLVED, as an ordinary resolution that, the authorised share capital of the Company be changed with immediate effect:

 FROM: US$50,000 divided into 62,500,000 shares of a par value of US$0.0008 each comprising 50,000,000 ordinary shares of a par value of US$0.0008 each and 12,500,000 undesignated shares of a par value of US$0.0008 each;

 TO: US$8,000,000 divided into 10,000,000,000 shares of a par value of US$0.0008 each comprising 9,900,000,000 ordinary shares of a par value of US$0.0008 each and 100,000,000 undesignated shares of a par value of US$0.0008 each,”

 Proposal 3 — AUTHORIZATION OF REGISTRAR FILINGS AND FURTHER ACTIONS

 “RESOLVED, as an ordinary resolution that, the Company’s registered office provider be and is hereby authorised to make any necessary filings with the Registrar of Companies in the Cayman Islands in connection with the adoption of the ARM&A and the Board be and is hereby authorised to take all further actions and execute all further documents as may be necessary or advisable to carry out the intent of these resolutions.”

 All shareholders of the Company at the close of business at 5:00 p.m. Eastern Daylight Time on July 28, 2026 (the Record Date) 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,

 
 

 
  
  
 
 PS International Group Ltd.

 
 

 
  
  
 
 /s/ Man Kiu Chan

 
 

 
  
  
 
 Name: Man Kiu Chan

 
 

 
  
  
 
 Chief Financial Officer

 
 

 
  
  
 
 Dated July 22, 2026

 
 

 
 

  

 
 Proxies

 A member entitled to attend and vote at the meeting may appoint a proxy.

 A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.

 A proxy form in hard copy must be delivered to Proxy Team, Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764.

 A proxy form in electronic copy must be delivered to [email protected].

 To vote online, please visit www.transhare.com and click on “Vote Your Proxy.” Then enter your Control Number to access the voting portal.

 Please see the conditions attaching to the appointment of a proxy for the time of such delivery.

 Proxy instructions

 What happens if you do not follow these instructions?

 1       If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

 Eligible members

 2       If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholders whose names are on the register of members of the Company as at the close of business at 5:00 p.m. Eastern Daylight Time on July 28, 2026, being the Record Date, are entitled to attend and vote at the meeting of the Company.

 3       A proxy need not be a member of the Company.

 If you complete a proxy form, can you still attend and vote at the meeting?

 4       Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

 Multiple proxies

 5       If you are a member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes.

 Joint shareholders

 6       In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

 How to appoint a proxy

 7       If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

 8       If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation’s common seal or (ii) not under the corporation’s common seal but otherwise in accordance with its articles of association.

 

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 Delivery of proxy form to Company

 9       For an appointment of a proxy to be effective, the following documents must be received by the Company before the time for the holding of the meeting or adjourned meeting at which the proxy proposes to vote:

 (a)     The proxy form;

 (b)    If the proxy form is executed by a corporation otherwise than under its common seal — an extract of its articles that evidences that it may be duly executed in that way; and

 (c)     If the proxy form is signed by your attorney — the authority under which it was signed or a certified copy of the authority.

 10     Those documents may be delivered in either of the following ways:

 (a)     In the case of hard-copy documents — they must be left at or sent by post to the Company’s registered office or the other place, if any, specified by the Company for the purpose of the meeting.

 (b)    In the case of documents comprised in an electronic record — they must be sent to an address specified by the Company for the purpose of receiving electronic records.

 11     If a poll is to take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.

 

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 Appendix A

 THE COMPANIES ACT (REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESTHIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATIONOFPS INTERNATIONAL GROUP LTD.

 (adopted by a Special Resolution passed on 18 August 2026)

 1.      The name of the Company is PS International Group Ltd.

 2.      The Registered Office of the Company will be situated at offices 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 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 the Companies Act or any other law of the Cayman Islands.

 4.      The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.

 5.      The Company will 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.

 6.      The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.

 7.      The authorised share capital of the Company is US$8,000,000 divided into 10,000,000,000 Shares, 9,900,000,000 of which shall be Ordinary Shares, US$0.0008 par value per share, and 100,000,000 shares of which shall be Undesignated Shares, US$0.0008 par value per share. Subject to the Companies Act, the Articles and, where applicable, the Designated Stock Exchange Rules, the Board of Directors is authorized, in their absolute discretion, to establish from the Undesignated Shares, by resolution, one or more Classes or series of shares as they deem necessary or appropriate and to determine the designations, powers, preferences, privileges and other rights attaching to such shares or securities, at such times and on such other terms as they think proper. Subject to the Companies Act, the Articles and, where applicable, the Designated Stock Exchange Rules, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

 8.      The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

 9.      Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.

 

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 THE COMPANIES ACT (REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESTHIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATIONOFPS INTERNATIONAL GROUP LTD.

 (adopted by a Special Resolution passed on 18 August 2026)

 TABLE A

 The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

 INTERPRETATION

 1.      In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

 

 
 

 “Affiliate”

 
  
 
 means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

 
 

 
 
 “Articles”

 
  
 
 means these articles of association of the Company, as amended or substituted from time to time;

 
 

 
 
 “Board” and “Board of Directors” and “Directors”

 
  
 
 means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

 
 

 
 
 “Chairman”

 
  
 
 means the chairman of the Board of Directors;

 
 

 
 
 “Class” or “Classes”

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

 
 

 
 
 “Commission”

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

 
 

 
 
 “Communication Facilities”

 
  
 
 means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;

 
 

 
 

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 “Company”

 
  
 
 means PS International Group Ltd., a Cayman Islands exempted company;

 
 

 
 
 “Companies Act”

 
  
 
 means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

 
 

 
 
 “Company’s Website”

 
  
 
 means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of the Shares, or which has otherwise been notified to Shareholders;

 
 

 
 
 “Designated Stock Exchange”

 
  
 
 means the stock exchange in the United States on which any 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 Exchange;

 
 

 
 
 “electronic”

 
  
 
 has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

 
 

 
 
 “electronic communication”

 
  
 
 means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

 
 

 
 
 “Electronic Transactions Act”

 
  
 
 means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

 
 

 
 
 “electronic record”

 
  
 
 has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

 
 

 
 
 “Memorandum of Association”

 
  
 
 means the memorandum of association of the Company, as amended or substituted 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:

 
 

 
  
  
 
 (a)     passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or

 
 

 
  
  
 
 (b)    approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

 
 

 
 
 “paid up”

 
  
 
 means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

 
 

 
 
 “Person”

 
  
 
 means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

 
 

 
 

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 “Present”

 
  
 
 means in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;

 
 

 
 
 “Register”

 
  
 
 means the register of Members of the Company maintained in accordance with the Companies Act;

 
 

 
 
 “Registered Office”

 
  
 
 means the registered office of the Company as required by the Companies Act;

 
 

 
 
 “Seal”

 
  
 
 means the common seal of the Company (if adopted) including any facsimile thereof;

 
 

 
 
 “Secretary”

 
  
 
 means any Person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

 
 

 
 
 “Securities Act”

 
  
 
 means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

 
 

 
 
 “Share”

 
  
 
 means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes, designated or undesignated as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

 
 

 
 
 “Shareholder” or “Member”

 
  
 
 means a Person who is registered as the holder of one or more Shares in the Register;

 
 

 
 
 “Share Premium Account”

 
  
 
 means the share premium account established in accordance with these Articles and the Companies Act;

 
 

 
 
 “signed”

 
  
 
 means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

 
 

 
 
 “Special Resolution”

 
  
 
 means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:

 
 

 
  
  
 
 (a)     passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or

 
 

 
  
  
 
 (b)    approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

 
 

 
 
 “Treasury Share”

 
  
 
 means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;

 
 

 
 

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 “Undesignated Share”

 
  
 
 means an undesignated share in the capital of the Company of US$0.0008 nominal or par value;

 
 

 
 
 “United States”

 
  
 
 means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and

 
 

 
 
 “Virtual Meeting”

 
  
 
 means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

 
 

 
 2.      In these Articles, save where the context requires otherwise:

 (a)     words importing the singular number shall include the plural number and vice versa;

 (b)    words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

 (c)     the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

 (d)    reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;

 (e)     reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

 (f)     reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;

 (g)    reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;

 (h)    any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;

 (i)     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; and

 (j)     Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.

 3.      Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

 PRELIMINARY

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

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

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

 

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 7.      The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office. For so long as any Shares are listed on the Designated Stock Exchange, title to such listed Shares may be evidenced and transferred in accordance with the Designated Stock Exchange Rules that are or shall be applicable to such listed Shares. The register of Members maintained by the Company in respect of such listed Shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Companies Act in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Designated Stock Exchange Rules.

 SHARES

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

 (a)     issue and allot or otherwise deal with Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine, except that no Share may be issued at a discount except in accordance with the Companies Act;

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

 (c)     grant options with respect to Shares and issue warrants or similar instruments with respect thereto to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as the Directors may from time to time determine.

 9.      Without limitation to the preceding Article, the Directors may so deal with the unissued Shares:

 (a)     either at a premium or at par; or

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

 10.    The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including without limitation voting dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 13, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:

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

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

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

 

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

 (e)     the amount or amounts payable upon preferred shares of such series upon, and the rights of the holders of such series in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company;

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

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

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

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

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

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

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

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

 MODIFICATION OF RIGHTS

 13.    Whenever the share capital of the Company is divided into different Classes of Shares, the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be varied with the consent in writing of the holders of at least two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

 

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 14.    The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

 CERTIFICATES

 15.    Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the Register.

 16.    Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

 17.    Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine.

 18.    If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

 19.    In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

 FRACTIONAL SHARES

 20.    The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

 LIEN

 21.    The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.

 22.    The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor, 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 that sum is not paid within fourteen (14) calendar days after that notice is deemed to be given under these Articles.

 

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 23.    To the maximum extent permitted by law, the Directors shall incur no personal liability to the Member concerned in respect of the sale.

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

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

 CALLS ON SHARES

 26.    Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

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

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

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

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

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

 FORFEITURE OF SHARES

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

 33.    The notice shall name a further day (not earlier than the expiration of fourteen (14) calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

 

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

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

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

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

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

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

 TRANSFER OF SHARES

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

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

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

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

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

 (iii)   the instrument of transfer is properly stamped, if required;

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

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

 

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 42.    The registration of transfers may, on ten (10) calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty (30) calendar days in any calendar year.

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

 TRANSMISSION OF SHARES

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

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

 46.    A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

 REGISTRATION OF EMPOWERING INSTRUMENTS

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

 ALTERATION OF SHARE CAPITAL

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

 49.    The Company may by Ordinary Resolution:

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

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

 (c)     convert all or any of its paid up Shares into stock, and reconvert that stock into paid up Shares of any denomination;

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

 

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 (e)     cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of it