EX-99.1 2 xrf-ex991_6.htm EX-99.1 xrf-ex991_6.htm

 

Exhibit 99.1

CHINA RAPID FINANCE LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2020

 

Notice is hereby given that China Rapid Finance Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders at 10:00 a.m., local time, on July 17, 2020 (the “Annual General Meeting”) at the Company’s headquarters located at Room 7-705, Zhongjidasha Plaza, 819-1 Yinxianglu Road, Nanxiang Township, Jiading District, Shanghai 201802, People’s Republic of China, to consider and, if thought fit, to pass, the following resolutions:

 

 

1.

As an ordinary resolution, that Yandai Wang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

2.

As an ordinary resolution, that Hao (Kevin) Chen be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

3.

As an ordinary resolution, that Russell Krauss be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

4.

As an ordinary resolution, that Douglas L. Brown be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

5.

As an ordinary resolution, that Ronggang (Jonathan) Zhang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

6.

As an ordinary resolution, that Wenbin Wu be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

7.

As an ordinary resolution, that Po Wang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

8.

As an ordinary resolution, to approve and adopt an amendment and restatement of the Company’s Fourth Amendment to the Memorandum and Articles of Association, including the removal of certain restrictions on share rights and the change of the Company’s name from “China Rapid Finance Limited” to “SOS Limited” (the “Charter Amendment”).

 

9.

As an ordinary resolution, to approve and adopt the Company’s 2020 equity incentive plan.

10.

To transact any such other business that may properly come before the meeting.

 

Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of members at the close of business on June 18, 2020, New York time (the “Record Date”), can vote at the Annual General Meeting or at any adjournment that may take place.  If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading “Voting by Holders of American Depositary Shares.”

 

 


 

We cordially invite all holders of Ordinary Shares to attend the Annual General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy.  If you are a holder of Ordinary Shares and whether or not you expect to attend the Annual General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Annual General Meeting.  If you send in your form of proxy and then decide to attend the Annual General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Ms. Vivian Liu, Room 7-705, Zhongjidasha Plaza, 819-1 Yinxianglu Road, Nanxiang Township, Jiading District, Shanghai 201802, PRC, People’s Republic of China, and must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof.

 

Shareholders may obtain a copy of the proxy materials, including the Company’s 2019 annual report, from the Company’s website at http://ir.crfchina.com/ or by submitting a request to IR@crfchina.com. 

 

 

 

 

 

 

 

 

By Order of the Board of Directors,

 

 

 

Yandai Wang
Chairman and Chief Executive Officer 

 

 

Date:  June 23, 2020

 


 


 

CHINA RAPID FINANCE LIMITED

 

PROXY STATEMENT

 

GENERAL

 

The board of directors of China Rapid Finance Limited, a Cayman Islands company (the “Company”), is soliciting proxies for the annual general meeting of shareholders to be held on July 17, 2020 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “Annual General Meeting”).  The Annual General Meeting will be held at our headquarters located at Room 7-705, Zhongjidasha Plaza, 819-1 Yinxianglu Road, Nanxiang Township, Jiading District, Shanghai 201802, People’s Republic of China.

 

RECORD DATE, SHARE OWNERSHIP AND QUORUM

 

Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of business on June 18, 2020, New York time, are entitled to vote at the Annual General Meeting.  As of June 18, 2020, 112,252,248 of our Class A Ordinary Shares, par value US$0.0001 per share, and 23,207,511 of our Class B Ordinary Shares, par value US$0.0001 per share, were issued and outstanding. As of June 18, 2020, approximately 42,548,880 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”).  One or more holders of Ordinary Shares which represent, in aggregate, not less than one-third (1/3) of the votes attaching to all issued and outstanding Ordinary Shares and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

 

PROPOSALS TO BE VOTED ON

 

 

1.

As an ordinary resolution, that Yandai Wang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

2.

As an ordinary resolution, that Hao (Kevin) Chen be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

3.

As an ordinary resolution, that Russell Krauss be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

4.

As an ordinary resolution, that Douglas L. Brown be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

5.

As an ordinary resolution, that Ronggang (Jonathan) Zhang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

6.

As an ordinary resolution, that Wenbin Wu be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

7.

As an ordinary resolution, that Po Wang be re-elected as director of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.

 

8.

As an ordinary resolution, to approve and adopt an amendment and restatement of the Company’s memorandum and articles of association, including the removal of certain restrictions on share rights and the change of the Company’s name from “China Rapid Finance Limited” to “SOS Limited” (the “Charter Amendment”).

 

 


 

9.

As an ordinary resolution, to approve and adopt the Company’s 2020 equity incentive plan.

10.

To transact any such other business that may properly come before the meeting.

 

The Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1-10.

 

VOTING AND SOLICITATION

 

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Annual General Meeting, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at the Annual General Meeting; provided, however, that the holders of our Class B Ordinary Shares shall only be permitted to vote in aggregate a maximum of 9.5% of the aggregate number of votes that all holders of Ordinary Shares are entitled to make at the Annual General Meeting (taking into account any number of votes Constructively Owned (as defined in the Fourth Amended and Restated Memorandum and Articles of Association of the Company, as amended, modified or restated from time to time) (the “Articles”) by such holders), except that if Dr. Zhengyu (Zane) Wang holds Class B Ordinary Shares, Dr. Wang shall only be permitted to vote a maximum of 37% of the aggregate number of votes that all holders of Ordinary Shares are entitled to cast at the Annual General Meeting (taking into account any number of votes Constructively Owned by Dr. Wang). At the Annual General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the Articles, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Annual General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to ratify the appointment of the Company’s independent auditor, subject to the aforementioned limitations on the votes of the holders of Class B Ordinary Shares and of Dr. Wang.  In computing the majority, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.

 

The costs of soliciting proxies will be borne by us.  Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail.  Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.

 

VOTING BY HOLDERS OF ORDINARY SHARES

 

Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person, via the Internet or by completing, dating, signing and returning the enclosed form of proxy to the attention of Ms. Vivian Liu, Room 7-705, Zhongjidasha Plaza, 819-1 Yinxianglu Road, Nanxiang Township, Jiading District, Shanghai 201802, PRC, People’s Republic of China, and must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof.

 

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder.  If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present.  Abstentions will have the same effect as a vote against the ratification of the appointment of the independent auditor.  Broker non-votes will have the same effect as a vote against the ratification of the appointment of the independent auditor.

 

Please refer to this proxy statement for information related to the proposals. 

 

 


 

VOTING BY HOLDERS OF AMERICAN DEPOSITARY SHARES

 

Citibank, N.A., as depositary of the ADSs, has advised us that it intends to mail to all record owners of ADSs this proxy statement, the accompanying notice of Annual General Meeting and a voting instruction card for record owners of ADSs.  Upon the written request of an owner of record of ADSs by such owner’s delivery of a properly completed, dated and signed voting instruction card to Citibank, N.A. prior to 10:00 am, New York City time on July 13, 2020, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares or other deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. Citibank, N.A. has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions.  As the holder of record for all the Class A Ordinary Shares represented by all of our ADSs, only Citibank, N.A. may vote those Class A Ordinary Shares at the Annual General Meeting.

 

If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, Citibank, N.A. will vote in favor of the items set forth in the voting instructions.

  

REVOCABILITY OF PROXIES

 

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of China Rapid Finance Limited, if you hold our Ordinary Shares, or to Citibank, N.A. if you hold ADSs representing our Class A Ordinary Shares.

 

ANNUAL REPORT TO SHAREHOLDERS

 

The Company makes available its annual report to shareholders through the Company’s website. The 2019 annual report for the year ended December 31, 2019 (the “2019 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders and beneficial owners of the Company’s ADSs. You may obtain a copy of our 2019 Annual Report by visiting the “Annual Reports” heading under the “Financials” section of the Company’s website at http://ir.crfchina.com/. If you want to receive a paper or email copy of the Company’s 2019 Annual Report, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations department of the Company, at IR@crfchina.com.

 

PROPOSALS 1 THROUGH 7

RE-ELECTION OF DIRECTORS

 

The Election of Directors

 

The nominees listed below (the “Director Nominees”) have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for re-election as directors of the Company. Unless such authority is withheld, proxies will be voted for the re-election of the persons named below, each of whom has been designated as a nominee. If, for any reason not presently known, any person is not available to serve as a director, another person who may be nominated will be voted for in the discretion of the proxies.

 

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election of each nominee unless any such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board.

 

 


 

Director Nominees

  

The Director Nominees recommended by the Board are as follows:

 

Name

 

Age

 

Position with the Company

Yandai Wang

 

42

 

Executive Chairman and Chief Executive Officer

Hao (Kevin) Chen

 

38

 

Chief Financial Officer and Director

Russell Krauss

 

60

 

Vice chairman

Douglas L. Brown

 

65

 

Independent Non-executive Chairman

Ronggang (Jonathan) Zhang

 

57

 

Independent Director

Wenbin Wu

 

57

 

Independent Director

Dr. Po Wang

 

50

 

Executive Director

 

Information Regarding the Company’s Directors and Nominees

Mr. Yandai Wang has been the Chief Executive Officer of the Company and Executive Chairman of the Board since May 2020. Mr. Wang has served as Chief Executive Officer of SOS since November 2018 and executive chairman of Yongbao Group since April 2015. He has over 20 years of industrial experience in emergency rescue, telecom and call center services. Mr. Wang received his bachelor’s degree in Information Technology and Management from The PLA Information Engineering University in 2014 and studied Economic Management at University of San Francisco in 2019.

Hao (Kevin) Chen has served as our Chief Financial Officer and a member of our board of directors since April 2020,  and as our Vice President of Finance since September 2019. Previously, Mr. Chen served as Chief Financial Officer of HongKong Jingzhengu Holdings Limited from 2016 to 2019, which is a joint venture by Cox Automotive and Bitauto Holdings Limited. From 2013 to 2015, Mr. Chen was the Senior Financial Reporting Manager of Qunar.com, a mobile and online travel platform then listed on Nasdaq. From 2008 to 2013, Mr. Chen worked at Ernst & Young’s assurance department, where he was an audit manager of several NYSE or Nasdaq listed companies. Mr. Chen received a bachelor’s degree in Mathematics from Shandong University in 2005 and a master’s degree in Economics from Shanghai University of Finance and Economics in 2008. He is a Certified Public Accountant in the U.S. and also holds qualifications of Certified Management Accountant and Certified Internal Auditor.

Douglas L. Brown has been an independent non-executive director on our board since 2007.  Mr. Brown is the founder and chairman of DLB Capital, which is a private equity firm with a focus on development and startup companies in the financial services industry in the United States and China.  He has held his positions at DLB Capital since 2006.  Prior to DLB Capital, Mr. Brown held the position of vice chairman—investment banking at Morgan Stanley where, among other responsibilities, he advised on initial public offerings and the privatization of Chinese state-owned financial institutions. Mr. Brown was also the non-executive chairman of HighTower Advisors, LLC from its founding in 2007 to 2011, and was its first institutional investor through DLB Capital.  He continues to serve as a director of HighTower Advisors, LLC.  Mr. Brown also serves as a director of Transamerica Corporation, a position he has held since 2008.  Mr. Brown received his bachelor’s degree from Bowdoin College.

Russell Krauss served as our co-chief executive officer from September 2018 to June 2019, vice-chairman from September 2018, and prior to that served as an independent non-executive director on our board since October 2016.  Previously, Mr. Krauss served as a Senior Vice President, Accounts and Business Operations for DXC Technology from 2017 to 2018.  In that role, he was responsible for enterprise-wide operations, acted as chief client officer and oversaw top accounts for the $24 billion business.  Prior to that, he was vice president and managing director for several of EDS’ (and then HP’s) largest businesses where he drove significant value for both clients and shareholders through major transformation initiatives.  Prior to that, Mr. Krauss was vice president and CIO for the New York Power Authority, the largest non-federal utility in the U.S.  He led the Y2K transition of one of the nation’s “Top 10 Critical Infrastructure” entities and was the executive responsible for a $1.4 billion divestiture of the Nuclear Generation business—the largest transaction of its kind in U.S. history.  Krauss has served as business leader and division CIO in Westinghouse Electric Corporation and United Technologies Corporation.  He received his MBA from the University of New Haven and bachelor’s degree in Computer Science from State University, New York.

 


 

Dr. Po Wang has served as our executive officer and board member since October 2019, and was our co-chief executive officer from June to October 2019. He currently serves as our Executive Director. From October to November 2019, he served as our Co-Chief Executive Officer. Prior to that he was a serial entrepreneur, innovative thinker, and avid investor. He founded BundleRank, Inc. in 2004 to deliver advanced analytics services to businesses with marketing and risk management solutions. He also co-founded and served as co-CEO and advisor to several Fin-tech companies in China. He has multiple years of experiences in the financial industry in the US, served in the capacities of Vice President of Marketing for JPMorgan Chase Bank, and Vice President of Risk Management for Citibank. He has a Ph.D. from the Johns Hopkins University, and a B.A. from Peking University.

Ronggang (Jonathan) Zhang has served as our independent director since May 2020. Mr. Zhang is the Chief Executive Officer of 5CGroup International Asset Management Co., Ltd. and Strategic Development Consultant of SG & CO PRC Lawyers, positions he has held since 2015. Mr. Zhang has served since 2015 as master’s supervisor of Zhejiang Sci-Tech University and visiting professor of Zhejiang NDRC Training Center.  Mr. Zhang previously served as the Department Chief of Commercial Bureau of HEDA between 2003 and 2015 and as Chief of Investment Bureau of Ningbo Free Trade Zone between 2000 and 2003. Mr. Zhang received his bachelor’s degree at Hubei University in 1987, and Visiting Scholar to University of Newcastle upon Tyne, UK in 1996.  

Wenbin Wu has served as our independent director since May 2020. has been appointed an independent director of the Board as a nominee of YBT. Mr. Wu currently serves as the Chairman of Shenzhen Rongde Investments Ltd. and Shenzhen Rongde Enterprise Management Advisory Company. Mr. Wu also has served as executive director of Shenzhen ZhongHengHe Asset Management Ltd. and as an IPO consultant of Shenzhen Rongle Culture Media Group Ltd. Mr. Wu studied Financial Accounting and Social Science at Zhengzhou University of Aeronautics-ZUA and Nanjing University of Aeronautics and Astronautics and received a bachelor’s degree of Law and a MBA certificate from Queen’s University of Brighton.

 

Vote Required and Board Recommendation

 

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to elect all of the Director Nominees.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 7, THE RE-ELECTION TO THE BOARD OF DIRECTORS OF ALL OF THE NOMINEES AS DESCRIBED IN THESE PROPOSALS 1 THROUGH 7

 


 


 

PROPOSAL 8

CHARTER AMENDMENT

 

The Charter Amendment

 

Our Board has adopted resolutions approving, and recommends to the shareholders for their approval, the submission of the Charter Amendment to change the Company’s corporate name to “SOS Limited” and to remove from the Company’s Articles the restriction that holders of our Class B Ordinary Shares shall only be permitted to vote in aggregate a maximum of 9.5% of the aggregate number of votes that all holders of Ordinary Shares are entitled to make at the Annual General Meeting, and to remove the exception that Dr. Zhengyu (Zane) Wang shall only be permitted to vote a maximum of 37% of the aggregate number of votes that all holders of Ordinary Shares are entitled to cast at the Annual General Meeting. A form of the Charter Amendment is attached hereto as Appendix A. The following description of the Charter Amendment is qualified in its entirety by reference to the Charter Amendment.

 

The Charter Amendment to effect the foregoing changes will only be filed with the Cayman Islands Registrar of Companies if it is approved by the shareholders.

 

The Charter Amendment will become effective upon filing a Certificate of Amendment to the Company’s Articles, which filing will be made immediately following the shareholder approval of the Charter Amendment.

 

Following implementation of the Charter Amendment, shareholders should continue to hold their existing share certificates representing the Company’s Class A ordinary shares. Shareholders will not be required to tender their share certificates in exchange for new certificates with the new name. Shareholders should not destroy any share certificates and should not deliver any share certificates to the Company’s transfer agent. 

 

Vote Required and Board Recommendation

 

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to approve and adopt the Charter Amendment.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 8, THE APPROVAL AND ADOPTION OF THE CHARTER AMENDMENT AS DESCRIBED IN THIS PROPOSAL 8 


 


 

PROPOSAL 9

2020 EQUITY INCENTIVE PLAN

 

The 2020 Equity Incentive Plan

 

The Board has declared advisable, adopted and is submitting for shareholder approval, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”).  The purpose of the Plan is to attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors to acquire and maintain an interest in the Company, which interest may be measured by reference to the value of our ordinary shares.

 

If approved by the Company’s shareholders, the 2020 Plan will be effective as of June 17, 2020 (the date that the Company’s Board of Directors approved the 2020 Plan). Capitalized terms used but not defined in this Proposal 9 shall have the meaning ascribed to them in the 2020 Plan, a copy of which is attached hereto as Appendix B. The following description of the 2020 Plan’s material terms is qualified in its entirety by reference to the 2020 Plan.

 

Description of the Plan

 

Administration of the Plan. Different Committees with respect to different groups of Service Providers may administer the Plan

 

Eligibility. Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units, Performance Shares, Restricted Stock Units and Other Stock Based Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

 

Stock Subject to the Plan. Subject to the provisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 16,800,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan. A total of 16,800,000 Shares, which such amount is included in the limit set forth in the first sentence of this Section 3(a), may be issued under the Plan pursuant to the exercise of Incentive Stock Options.

 

Amendment and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.

 

Term of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for a term of ten (10) years unless terminated earlier under Section 18 of the Plan.

 

Change in Control. In the event of a Change in Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted by the successor corporation or a Parent or Subsidiary of the successor corporation and each outstanding Award of Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit shall be assumed or an equivalent Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.

 

Vote Required and Board Recommendation

 

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to approve and adopt the 2020 Plan.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 9, THE APPROVAL AND ADOPTION OF THE 2020 PLAN AS DESCRIBED IN THIS PROPOSAL 9

 

 


 

 

OTHER MATTERS

 

We know of no other matters to be submitted to the Annual General Meeting.  If any other matters properly come before the Annual General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

 

 

 

 

 

 

 

By Order of the Board of Directors,

 

 

 

Yandai Wang
Chairman and Chief Executive Officer 

 

 

Date:  June 23, 2020

 


 


 

Appendix A

THE COMPANIES LAW (2020 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

CHINA RAPID FINANCE LIMITED

(adopted by a special resolution passed on July 17, 2020)

 


 


 

THE COMPANIES LAW (2020 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTHTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

CHINA RAPID FINANCE LIMITED

(adopted by a special resolution passed on July 17, 2020)

 

1

The name of the Company is CHINA RAPID FINANCE LIMITED.

 

2

The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may 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 Law 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 Law.

 

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 Member is limited to the amount from time to time unpaid on such Member’s shares.

 

7

The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising initially of 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, provided always that the Directors may, in their absolute discretion and without the approval of the Members, create and designate out of the unissued shares of the Company (including unissued Class A Ordinary Shares) one or more classes or series of preferred shares, comprising such number of preferred shares, and having such designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, as the Directors may determine.

 

8

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.

 

9

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

 

 


 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

CLAUSE

 

1

  

Interpretation

  

 

6

 

2

  

Preliminary

  

 

10

 

3

  

Issue of Shares

  

 

10

 

4

  

Ordinary Shares

  

 

11

 

5

  

Register of Members

  

 

13

 

6

  

Transfer of Shares

  

 

13

 

7

  

Redemption, Purchase and Surrender of Own Shares

  

 

14

 

8

  

Treasury Shares

  

 

14

 

9

  

Variation of Rights Attaching to Shares

  

 

14

 

10

  

Commission on Sale of Shares

  

 

15

 

11

  

Non-Recognition of Trusts

  

 

15

 

12

  

Lien on Shares

  

 

15

 

13

  

Calls on Shares

  

 

15

 

14

  

Forfeiture of Shares

  

 

16

 

15

  

Registration of Empowering Instruments

  

 

17

 

16

  

Transmission of Shares

  

 

17

 

17

  

Alteration of Capital

  

 

17

 

18

  

Closing Register of Members or Fixing Record Date

  

 

18

 

19

  

General Meetings

  

 

18

 

20

  

Notice of General Meetings

  

 

19

 

21

  

Proceedings at General Meetings

  

 

19

 

22

  

Votes of Members

  

 

20

 

23

  

Proxies

  

 

21

 

24

  

Corporations Acting by Representatives at Meeting

  

 

22

 

25

  

Clearing Houses and Depositary

  

 

22

 

26

  

Shares that may not be Voted

  

 

22

 

27

  

Directors

  

 

22

 

28

  

Directors’ Fees and Expenses

  

 

23

 

29

  

Alternate Director

  

 

23

 

30

  

Powers and Duties of Directors

  

 

24

 

31

  

Disqualification of Directors

  

 

25

 

32

  

Proceedings of Directors

  

 

25

 

33

  

Presumption of Assent

  

 

28

 

34

  

Dividends, Distributions and Reserve

  

 

28

 

35

  

Books of Accounts

  

 

29

 

36

  

Annual Returns and Filings

  

 

29

 

37

  

Audit

  

 

29

 

38

  

The Seal

  

 

30

 

39

  

Capitalisation

  

 

30

 

40

  

Notices

  

 

31

 

41

  

Information

  

 

32

 

42

  

Indemnity

  

 

33

 

43

  

Financial Year

  

 

33

 

44

  

Winding Up

  

 

33

 

45

  

Amendment of Memorandum and Articles of Association and Name of Company

  

 

34

 

46

  

Registration by way of Continuation

  

 

34

 

47

  

Mergers and Consolidations

  

 

34

 

 

 


 


 

THE COMPANIES LAW (2020 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

CHINA RAPID FINANCE LIMITED

(adopted by a special resolution passed on July 17, 2020)

 

1

Interpretation

 

1.1

In these Articles Table A in the First Schedule to the Companies Law does not apply and, unless there is something in the subject or context inconsistent therewith, the defined terms shall have the meanings assigned to them as follows:

 

 

 

 

“ADS”

  

means an American Depositary Share representing Class A Ordinary Shares;

 

 

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 and father-in-law and brothers and sisters-in-law, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or 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 natural person or entity 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, or the partnership or other entity (other than, in the case of corporation, shares 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 from time to time altered or added to in accordance with the Companies Law and these Articles;

 

 

“Board”

  

means the board of Directors of the Company;

 

 

“Chairman”

  

shall bear the meaning as ascribed to it in Article 27.2;

 

 

“Class” or “Classes”

  

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

 

 

“Class A Ordinary Shares”

  

means the Class A Ordinary Shares of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

 

 

 

 

“Class B Ordinary Shares”

  

means the Class B Ordinary Shares of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Shares and having the rights provided for in these Articles;

 

 

 


 

“Companies Law”

  

means the Companies Law (2020 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

 

 

“Company”

  

means CHINA RAPID FINANCE LIMITED, a Cayman Islands exempted company limited by shares;

 

 

“Company’s Website”

  

The main corporate or investor relations website of the Company, the address or domain name of which has been notified to Members;

 

 

“Constructively Owned”

  

means the ownership of Voting Interests by a Member that is, or would be, treated as a direct, indirect or constructive owner of such Voting Interests through the application of Section 958(a) or Section 958(b) (whichever imputes to such Member the largest total number of outstanding Voting Interests) of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury regulations promulgated thereunder.

 

 

“Conversion Date”

  

means, (i) in respect of a Conversion Notice, the day on which that Conversion Notice is delivered, or (ii) in respect of any automatic conversion effected pursuant to Articles 4.1(a)(iv) or (v), the date upon which the event which triggers such automatic conversion first occurs;

 

 

“Conversion Notice”

  

means a written notice delivered to the Company (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 4;

 

 

“Conversion Right”

  

means the right of any holder of Class B Ordinary Shares, subject to the provisions of these Articles to convert all or any of its Class B Ordinary Shares into Class A Ordinary Shares in its discretion;

 

“Designated Stock Exchange”

  

means the Global Market of The Nasdaq Stock Market, the New York Stock Exchange, the American Stock Exchange or any other internationally recognised stock exchange where the Company’s ADSs are traded;

 

 

“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;

 

 

“Directors’ Resolution”

means an unanimous written resolution passed by the Directors of the Company;

 

 

“dividend”

  

includes an interim dividend;

 

 

“electronic” or “electronically”

  

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

 

 

“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 Directors voting in a vote of the Board on such method, provided, however, that email correspondence and facsimile shall always be a permitted electronic communication;

 

 

“Electronic Transactions Law”

  

means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;

 

 

 


 

“in writing”

  

includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in

connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

 

 

“Member”

  

means a person whose name is entered in the Register of Members as the holder of a share or shares;

 

 

“Memorandum of Association”

  

means the memorandum of association of the Company, as amended and re-stated from time to time;

 

 

“month”

  

means calendar month;

 

 

“Ordinary Resolution”

  

means a resolution:

 

(a)        passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and in computing the majority regard shall be had to the number of votes to which each Member is entitled; or

 

 

 

 

 

  

(b)        approved in writing by two-thirds of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members 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;

 

 

“Ordinary Share”

  

means the Class A Ordinary Shares and the Class B Ordinary Shares collectively;

 

 

“paid up”

  

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

 

 

“Register of Members”

  

means the register of Members to be kept by the Company in accordance with the Companies Law;

 

 

“Registered Office”

  

means the registered office for the time being of the Company;

 

 

“Seal”

  

means the common seal of the Company including any facsimile thereof;

 

 

“Securities Act”

  

means the Securities Act of 1933 of the United States of America, as amended from time to time;

 

 

“share”

  

means any share in the capital of the Company and includes a fraction of a share. All references to “shares” herein shall be deemed to be shares of any or all Classes as the context may require;

 

 

“signed”

  

includes 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 passed in accordance with the Companies Law, being a resolution:

 

(a)        passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy 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 and in computing the majority regard shall be had to the number of votes to which each Member is entitled; or

 

(b)        approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members 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 Law;

 

 

 

 

Voting Interests

  

means the aggregate number of votes to which a Member is entitled on all matters subject to the vote at general meetings of the Company (disregarding for this purpose any limitations on the voting interests of a Member owning Class B Shares pursuant to Section 4.1(b)), including those derived from holding Class A Ordinary Shares and Class B Ordinary Shares; and

 

 

“year”

  

means calendar year.

 

1.2

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 shall include the feminine gender;

 

 

(c)

words importing persons shall include companies or associations or bodies of persons, whether corporate or not;

 

 

(d)

“may” shall be construed as permissive and “shall” shall be construed as imperative;

 

 

(e)

a reference to a dollar or dollars (or US$) is a reference to dollars of the United States;

 

 

(f)

references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

 

 

(g)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

 

 

(h)

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

 

1.3

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

 

2

Preliminary

 

 

2.1

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

 

 

2.2

The Registered Office shall be at such address in the Cayman Islands as the Directors shall 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.

 

3

Issue of Shares

 

3.1

Subject to applicable law, rules, regulations and the relevant provisions, if any, in the Memorandum of Association, the Directors may, in their absolute discretion and without the approval of Members, cause the Company to:

 

 

(a)

Issue, allot and dispose of 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;

 

 


 

 

(b)

grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the then 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.

 

3.2

Without prejudice to Article 3.1, the Directors may, without the approval of the Members, create and designate out of the unissued shares of the Company (including unissued Class A Ordinary Shares) one or more classes or series of preferred shares, comprising such number of preferred shares, and having such designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, as the Directors may determine in their sole and absolute discretion.

 

3.3

The Company shall not issue shares which are negotiable or in bearer form.

 

4

Share Rights

 

4.1

Subject to Articles 3.1 and 3.2 and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall initially be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares, immediately upon the effectiveness of these Articles. Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below.

 

 

(a)

With respect to conversion of Class B Ordinary Shares:

 

 

(i)

A holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.

 

 

(ii)

Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by such evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right. Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

 

 

(iii)

On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be converted into one Class A Ordinary Share with such rights and restrictions attached to and shall rank pari passu in all respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members.

 

 

(iv)

If, at any time, the total number of the issued and outstanding Class B Ordinary Shares in aggregate is less than 5% of the total number of the Class B Ordinary Shares of the Company issued and outstanding immediately after the Company’s initial public offering, each issued and outstanding Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share.

 

 


 

 

(v)

Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share. For the avoidance of doubt, (1) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Register of Members; and (2) the creation of any pledge, charge, encumbrance or other third party right of

whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party or its designee holding legal title to such Class B Ordinary Shares, in which case such Class B Ordinary Share shall be automatically converted into one Class A Ordinary Share upon the Company’s registration of the third party or its designee as a Member holding that number of Class A Ordinary Shares in the Register of Members.

 

 

(vi)

Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company shall: (1) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorized but unissued share capital, such number of authorized but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full; and (2) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof.

 

 

(vii)

Any conversion of Class B Ordinary Shares effected pursuant to this Article 4.1 shall be effected in any manner permitted by law (including without limitation by means of either the re-designation and re-classification of such Class B Ordinary Shares into Class A Ordinary Shares, or the repurchase or redemption of such Class B Ordinary Shares and the issue and allotment of the relevant number of Class A Ordinary Shares resulting from the conversion), as may be determined by the Directors in their absolute discretion.

 

 

(b)

Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

 

 

5

Register of Members

 

5.1

The Company shall maintain a Register of Members. The Register of Members shall specify the share or shares held by that person and the amount paid up thereon.

 

5.2

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.

 

6

Transfer of Shares

 

6.1

The instrument of transfer of any share shall be in writing and in such usual or common form or such other form as the Directors may in their discretion approve and be executed by or on behalf of the transferor and shall be accompanied by such 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 holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

 

6.2

All instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.

 

6.3

The Directors may, in their absolute discretion, and without assigning any reason, refuse to register a transfer of any share which is not fully paid up or upon which the Company has a lien.

 

6.4

The Directors may also decline to register any transfer of any share unless:

 

 


 

 

(a)

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

 

 

(b)

the instrument of transfer is in respect of only one Class of shares;

 

 

(c)

the instrument of transfer is properly stamped, if required;

 

 

(d)

in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; or

 

 

(e)

any fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Directors may from time to time require, in respect of the transfer has been paid to the Company.

 

6.5

If the Directors refuse to register a transfer of any shares, they shall within two months after the date on which the transfer was lodged with the Company send to each of the transferor and transferee notice of the refusal.

 

6.6

The registration of transfers of shares may, on fourteen (14) days’ notice being given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements of the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) calendar days in any year) as the Directors may determine.

 

7

Redemption, Purchase and Surrender of Own Shares

 

7.1

Subject to the provisions of the Companies Law and these Articles, the Company may:

 

 

(a)

issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Member or the Company on such terms and in such manner as the Directors, before the issue of the shares, or the Members by Special Resolution, may determine;

 

 

(b)

purchase its own shares (including any redeemable shares) on such terms and in such manner as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and

 

 

(c)

make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Companies Law, including out of capital.

 

7.2

The purchase of any share shall not oblige the Company to purchase any other share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

 

7.3

The Company shall pay the holder of the shares being purchased the purchase or redemption monies or consideration in respect thereof.

 

7.4

The Directors may accept the surrender for no consideration of any fully paid share.

 

8

Treasury Shares

 

8.1

The Directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a Treasury Share.

 

8.2

The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

 

9

Variation of Rights Attaching to Shares

 

 


 

9.1

If at any time the share capital is divided into different Classes or series of shares, the rights attaching to any Class or series (unless otherwise provided by the terms of issue of the shares of that Class or series) may, subject to these Articles, be varied or abrogated with the written consent of the holders of two-thirds (2/3) of

the issued shares of that Class or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that Class.

 

9.2

The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one Class or series of shares, except that the necessary quorum shall be one person holding or representing by proxy at least one-third (1/3) of the issued shares of that Class or series. Subject to any rights or restrictions for the time being attached to the shares of that Class or series, every Member of the Class or series shall on a poll have one vote for each share of the Class or series held by him. For the purposes of this Article the Directors may treat all the Classes or series or any two or more Classes or series as forming one Class or series if they consider that all such Classes or series would be affected in the same way by the proposals under considerationbut in any other case shall treat them as separate Classes or series.

 

9.3

The rights conferred upon the holders of the shares of any Class or series shall not, unless otherwise expressly provided by the terms of issue of the shares of that Class or series, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu therewith.

 

10

Commission on Sale of Shares

The Company may, in so far as the Companies Law from time to time permit, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

 

11

Non-Recognition of Trusts

No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional