THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDMEMORANDUM AND ARTICLES OF ASSOCIATIONOF

17LIVE GROUP LIMITED(ADOPTED BY SPECIAL RESOLUTION DATED 1 DECEMBER 2023 AND EFFECTIVE ON 7
DECEMBER 2023)

THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDMEMORANDUM OF ASSOCIATIONOF
17LIVE GROUP LIMITED(ADOPTED BY SPECIAL RESOLUTION DATED 1 DECEMBER 2023 AND EFFECTIVE ON 7
DECEMBER 2023)
1

The name of the Company is 17Live Group 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 havefull power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

4

The liability of each Member is limited to the amount unpaid on such Member's shares.

5

The share capital of the Company is SGD$50,000.00 divided into 500,000,000 ordinary shares ofa par value of SGD$0.0001 each.

6

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.

7

Capitalised terms that are not defined in this Amended and Restated Memorandum of Association
bear the respective meanings given to them in the Amended and Restated Articles of Associationof the Company.

THE COMPANIES ACT (AS REVISED)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATEDARTICLES OF ASSOCIATIONOF
17LIVE GROUP LIMITED(ADOPTED BY SPECIAL RESOLUTION DATED 1 DECEMBER 2023 AND EFFECTIVE ON 7
DECEMBER 2023)

1

Interpretation

1.1

In the Articles Table A in the First Schedule to the Statute does not apply and, unless there issomething in the subject or context inconsistent therewith:"Affiliate"

in respect of a person, means any other person
that, directly or indirectly, through one or moreintermediaries, controls, is controlled by, or isunder common control with, such person, and (a)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, whether by blood,
marriage or adoption or anyone residing in such
person’s home, a trust for the benefit of any of theforegoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of
the foregoing and (b) in the case of an entity, shall
include a partnership, a corporation or any natural
person or entity which directly, or indirectly throughone or more intermediaries, controls, is controlled
by, or is under common control with, such entity.

"Applicable Law"means, with respect to any person, all provisionsof laws, statutes, ordinances, rules, regulations,permits, certificates, judgments, decisions,decrees or orders of any governmental authority
applicable to such person.
"Articles"

means these amended and restated articles ofassociation of the Company.

"Audit Committee"

means the audit committee of the board of
directors of the Company established pursuant to
the Articles, or any successor committee.

"Auditor"means the person for the time being performing
the duties of auditor of the Company (if any).

"business day"means any day other than a Saturday, a Sunday
or a legal holiday or a day on which banking
institutions or trust companies are authorised or
obligated by law to close in Singapore.

"Chairperson"

shall mean the Chairperson presiding at any
meeting of members or of the board of Directors.

"Communication
Facilities"

shall mean video, video-conferencing, internet or
online conferencing applications, telephone ortele-conferencing and/or any other videocommunication, internet or online conferencing
application or telecommunications facilities bymeans of which all Persons participating in a
meeting are capable of hearing and be heard byeach other.

"Company"means the above named company.

"Company’s Website"means the website of the Company and/or its webaddress or domain name (if any).

"Designated Stock
Exchange"means the Singapore Exchange Securities
Trading Limited on which the securities of theCompany are listed for trading (abbreviation:
SGX).

"Directors"means the directors for the time being of theCompany.

"Dividend"means any dividend (whether interim or final)
resolved to be paid on Shares pursuant to the
Articles.

"Electronic
Communication"means a communication transmitted (whether
from one person to another, from one device toanother, from a person to a device or from a device
to a person):(a)by means of a telecommunication system; or(b)other means while in an electronic form asotherwise decided and approved by the
Directors,

such that it can (where particular conditions aremet) be received in legible form or be made legible
following receipt in non-legible form.
"Electronic Record"

has the same meaning as in the Electronic
Transactions Act.

"Electronic
Transactions Act"means the Electronic Transactions Act (AsRevised) of the Cayman Islands.

"Equity-linked
Securities"

means any debt or equity securities that areconvertible, exercisable or exchangeable for
Shares, including but not limited to a private
placement of equity or debt.

"Independent Director"

means an independent director of the Company.

"Laws"

means the Statute and every other act of thelegislature of the Cayman Islands for the time
being in force applying to or affecting theCompany, its Memorandum and/or these Articles.

"Market Day"means a day on which the Designated Stock
Exchange is open for trading in securities.

"Member"

has the same meaning as in the Statute.

"Memorandum"means the amended and restated memorandumof association of the Company.

"Nominating
Committee"

means the nominating committee of the board of
directors of the Company established pursuant to
the Articles, or any successor committee.

"Officer"means a person appointed to hold an office in the
Company.

"Ordinary Resolution"means a resolution passed by a simple majority of
the Members as, being entitled to do so, vote inperson or, where proxies are allowed, by proxy ata general meeting, and includes a unanimous
written resolution. In computing the majority whena poll is demanded regard shall be had to thenumber of votes to which each Member is entitledby the Articles.

"Person"shall mean any natural person, firm, company,
joint venture, partnership, corporation, associationor other entity (whether or not having a separate
legal personality) or any of them as the context so
requires.

"Present"shall mean, in respect of any Person, such
Person's presence at a general meeting ofmembers, which may be satisfied by means ofsuch Person or, if a corporation or other nonnatural Person, its duly authorised representative(or, in the case of any member, a proxy which has
been validly appointed by such member inaccordance with these Articles), being:(a)physically present at the meeting; or(b)in the case of any meeting at which
Communication Facilities are permitted inaccordance with these Articles, including any
Virtual Meeting, connected by means of the use ofsuch Communication Facilities.

"Register of Members"means the register of Members maintained inaccordance with the Statute and includes (except
where otherwise stated) any branch or duplicate
register of Members.

"Registered Office"means the registered office for the time being of
the Company.

"relevant intermediary"

has the meaning ascribed to it in the Singapore
Companies Act.

"Remuneration
Committee"

means the remuneration committee of the board of
directors of the Company established pursuant to
the Articles, or any successor committee.

"S$" or "Singapore
Dollars"means the legal currency of Singapore.

"Seal"

means the common seal of the Company andincludes every duplicate seal.

"Share"means an ordinary share of par value
SGD$0.0001 in the share capital of the Company
and includes a fraction of a share.

"Singapore Companies
Act"means the Companies Act 1967 of Singapore.

"Singapore Securities
and Futures Act"means the Securities and Futures Act 2001 ofSingapore.

"Special Resolution"means a resolution that has been passed by amajority of at least three-quarters of such
Members as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a
general meeting of which notice specifying theintention to propose the resolution as a special
resolution has been duly given, and includes aunanimous written resolution.

"Statute"

means the Companies Act (As Revised) of the
Cayman Islands.

"telecommunication
system"means any system used or intended to be used fortelecommunications.

"telecommunications"means a transmission, emission or reception ofsigns, signals, writing, images, sounds or
intelligence of any nature by wire, radio, optical orother electro-magnetic systems whether or not
such signs, signals, writing, images, sounds or
intelligence
have
been
subjected
torearrangement, computation or other processes
by any means in the course of their transmission,
emission or reception.

"Treasury Share"means a Share held in the name of the Company
as a treasury share in accordance with the Statute.

"Virtual Meeting"shall mean any general meeting of the members
at which the members (and any other permitted
participants of such meeting, including, without
limitation, the Chairperson of such meeting andany Directors) are permitted to attend andparticipate solely by means of Communication
Facilities.

1.2

In the Articles:(a)words importing the singular number include the plural number
and vice versa;(b)words importing the masculine gender include the feminine
gender;(c)words importing persons include corporations as well as anyother legal or natural person;(d)"written" and "in writing" include all modes of representing or
reproducing words in visible form, including in the form of an
Electronic Record;(e)"shall" shall be construed as imperative and "may" shall be
construed as permissive;(f)references to provisions of any law or regulation shall be
construed as references to those provisions as amended,
modified, re-enacted or replaced;(g)any phrase introduced by the terms "including", "include", "inparticular" or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding
those terms;(h)the term "and/or" is used herein to mean both "and" as well as"or." The use of "and/or" in certain contexts in no respects
qualifies or modifies the use of the terms "and" or "or" in others;(i)the term "or" shall not be interpreted to be exclusive and theterm "and" shall not be interpreted to require the conjunctive (ineach case, unless the context otherwise requires);(j)headings are inserted for reference only and shall be ignored inconstruing the Articles;(k)

any requirements as to delivery under the Articles include
delivery in the form of an Electronic Record;(l)where the Company is required to record any information in any
company records in writing, that requirement may be met byinformation in the form of an Electronic Record in accordancewith the Electronic Transactions Act;(m)

any requirements as to execution or signature under the Articles
including the execution of the Articles themselves can besatisfied in the form of an electronic signature as defined in theElectronic Transactions Act;(n)sections 8 and 19(3) of the Electronic Transactions Act shall not
apply;(o)the expressions “Depositor” and “Depository” shall have themeanings ascribed to them respectively in the Singapore
Securities and Futures Act;(p)

the term "clear days" in relation to the period of a notice meansthat period excluding the day when the notice is received ordeemed to be received and the day for which it is given or onwhich it is to take effect; and(q)

the term "holder" in relation to a Share means a person whosename is entered in the Register of Members as the holder ofsuch Share.

2

Commencement of Business

2.1

The business of the Company may be commenced as soon afterincorporation of the Company as the Directors shall see fit.

2.2

The Directors may pay, out of the capital or any other monies of theCompany, all expenses incurred in or about the formation andestablishment of the Company, including the expenses of registration.

3

Issue of Shares and other Securities

3.1

Subject to the provisions, if any, in the Memorandum (and to any
direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock
Exchange and/or any other competent regulatory authority or otherwise
under Applicable Law, and without prejudice to any rights attached toany existing Shares, the Directors may allot, issue, grant options overor otherwise dispose of Shares (including fractions of a Share) with orwithout preferred, deferred or other rights or restrictions, whether inregard to Dividends or other distributions, voting, return of capital orotherwise and to such persons, at such times and on such other terms
as they think proper, and may also (subject to the Statute, the Articles
and the rules and regulations of the Designated Stock Exchange and/or
any other competent regulatory authority or otherwise under ApplicableLaw) vary such rights.

3.2

Subject to the provisions, if any, in the Memorandum (and to any
direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock
Exchange and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may issue rights, options, warrants
or convertible securities or securities of similar nature conferring theright upon the holders thereof to subscribe for, purchase or receive anyclass of Shares or other securities in the Company on such terms as
the Directors may from time to time determine.

3.3

Subject to the provisions, if any, in the Memorandum (and to any
direction that may be given by the Company in general meeting) and,
where applicable, the rules and regulations of the Designated Stock
Exchange and/or any other competent regulatory authority or otherwise
under Applicable Law, the Company may issue units of securities in the
Company, which may be comprised of whole or fractional Shares,
rights, options, warrants or convertible securities or securities of similar
nature conferring the right upon the holders thereof to subscribe for,purchase or receive any class of Shares or other securities in the
Company, upon such terms as the Directors may from time to time
determine.

3.4

The Company shall not issue Shares to bearer.

3.5

Preference shares may be issued subject to such limitation thereof as
may be prescribed by the Designated Stock Exchange. The rights
attaching to shares of a class other than Shares, including preference
shares, shall be as determined by the Directors prior to issuance andmust be expressed but subject to such limitations in respect of suchclass of shares as may be prescribed by the Designated Stock
Exchange. The total number of issued preference shares shall not
exceed the total number of Shares issued at any time.

Provisionsand (b)

3.6

The holders of any preference shares shall have the same rights as theholders of Shares as regards:

Provision 1(d)(a)

the right to receive notices, reports, balance sheets and any
financial information provided to Members holding Shares,
including any notices of general meetings of the Company; and(b)

the right to attend and vote at any general meeting of theCompany including any general meeting convened for the
purpose of reducing the Company's capital or winding up or
sanctioning a sale of the undertaking of the Company or where
the proposition to be submitted to the meeting directly affects
their rights and privileges or on any proposition when thedividend on the preference shares is in arrear for more than six
months.

1(a)

3.7

The Company has power to issue preference shares ranking equally
with, or in priority to, preference shares already issued.

4

Register of Members

4.1

The Company shall maintain or cause to be maintained the Register ofMembers in accordance with the Statute.

4.2

The Directors may determine that the Company shall maintain one ormore branch registers of Members in accordance with the Statute. The
Directors may also determine which register of Members shallconstitute the principal register and which shall constitute the branchregister or registers, and to vary such determination from time to time.

4.3

The Directors may determine that a Depository may maintain a branchregister of Members in accordance with the Statute and the rules andregulations of the Designated Stock Exchange.

5

Closing Register of Members or Fixing Record Date

5.1

The Directors may fix in advance or arrears a date as the record date
for any such determination of Members entitled to notice of, or to voteat any meeting of the Members or any adjournment thereof, or for the
purpose of determining the Members entitled to receive payment of any
Dividend or other distribution, or in order to make a determination ofMembers for any other purpose.

5.2

If no record date is fixed for the determination of Members entitled to
notice of, or to vote at, a meeting of Members or Members entitled toreceive payment of a Dividend or other distribution, the date on whichnotice of the meeting is sent or the date on which the resolution of the
Directors resolving to pay such Dividend or other distribution is passed,
as the case may be, shall be the record date for such determination ofMembers. When a determination of Members entitled to vote at any
meeting of Members has been made as provided in this Article, suchdetermination shall apply to any adjournment thereof.

Provision 1(c)

6Certificates for Shares

6.1

Every person whose name is entered as a Member in the Register ofMembers shall be entitled to receive, within ten Market Days (or suchother period as may be approved by the Designated Stock Exchange)of the closing date of any application for Shares or, as the case may be,
the date of lodgement of a registrable transfer, one certificate for all
such person's shares of any one class or several certificates inreasonable denominations each for a part of the Shares so allotted ortransferred. Where such a Member transfers part only of the Sharescomprised in a certificate, the old certificate shall be cancelled and a
new certificate or certificates for the balance of such Shares issued inlieu thereof and such Member shall pay a maximum fee of S$2 for eachnew certificate or such other fee as the Directors may from time to time
determine having regard to any limitation in respect of such partial
transfer as may be prescribed by the Designated Stock Exchange.

6.2

Share certificates representing Shares, if any, shall be in such form as
the Directors may determine. Share certificates shall be signed by one
or more Directors or other person authorised by the Directors. The
Directors may authorise certificates to be issued with the authorised
signature(s) affixed by mechanical process. All certificates for Sharesshall be consecutively numbered or otherwise identified and shallspecify the Shares to which they relate. All certificates surrendered to
the Company for transfer shall be cancelled and, subject to the Articles,
no new certificate shall be issued until the former certificate
representing a like number of relevant Shares shall have beensurrendered and cancelled.

6.3

If any person whose name is entered in the Register of Members shallsurrender for cancellation a share certificate representing Shares heldby such person and request the Company to issue in lieu two or moreshare certificates representing such Shares in such proportions as such
person may specify, the Directors may, if they think fit, comply with such
request. Such person shall (unless such fee is waived by the Directors)
pay a maximum fee of S$2 for each share certificate issued in lieu of ashare certificate surrendered for cancellation or such other fee as the
Directors may from time to time determine having regard to any
limitation as may be prescribed by the Designated Stock Exchange.

Provision 2

Provision 2

6.4

The Company shall not be bound to register more than three persons
as the registered holders of a Share except in the case of executors or
administrators (or trustees) of the estate of a deceased Member.

6.5

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

6.6

Subject to the provisions of the Applicable Law, if a share certificate isdefaced, worn out, lost, destroyed or stolen, it may be renewed on such
evidence being produced and a letter of indemnity (if required) being
given by the Member, transferee, person entitled, purchaser, member
firm or member company of the Designated Stock Exchange or on
behalf of its or their client or clients as the Directors of the Company
shall require, and (in the case of defacement or wearing out) upondelivery of the old certificate and in any case on payment of such sum
not exceeding S$2 as the Directors may from time to time require. In
the case of destruction, loss or theft, a Member or person entitled towhom such renewed certificate is given shall also bear the loss and pay
to the Company all expenses incidental to the investigations by theCompany of the evidence of such destruction or loss.

6.7

Every share certificate sent in accordance with the Articles will be sent
at the risk of the Member or other person entitled to the certificate. The
Company will not be responsible for any share certificate lost or delayedin the course of delivery.

6.8

Share certificates shall be issued within the relevant time limit asprescribed by the Statute, if applicable, or as the rules and regulationsof the Designated Stock Exchange and/or any other competentregulatory authority or otherwise under Applicable Law may from time
to time determine, whichever is shorter, after the allotment or, except in
the case of a Share transfer which the Company is for the time being
entitled to refuse to register and does not register, after lodgement of a
Share transfer with the Company.

Provision 4(d)Provisions
and 2

1(g)

7

Transfer of Shares

7.1

All transfers of the legal title in Shares may be effected by the registeredholders thereof by an instrument of transfer in writing in the form for thetime being approved by the Designated Stock Exchange or in any otherform acceptable to the Directors. The instrument of transfer of any
Share shall be signed by or on behalf of both the transferor and thetransferee and be witnessed, provided always that an instrument oftransfer in respect of which the transferee is the Depository or its
nominee (as the case may be) shall be effective although not signed orwitnessed by or on behalf of the Depository or its nominee (as the casemay be). The transferor shall remain the holder of the Shares concerned
until the name of the transferee is entered in the Register of Members
in respect thereof.

7.2

The Directors may in their sole discretion refuse to register any
instrument of transfer of Shares unless:(a)such fee not exceeding S$2 as the Directors may from time totime require, is paid to the Company in respect thereof; and(b)

if the Shares in question were issued in conjunction with rights,
options, warrants or units issued pursuant to the Articles onterms that one cannot be transferred without the other, evidence
satisfactory to the Directors of the like transfer of such right,
option, warrant or unit is provided to the Directors.

7.3

Save as set out in Article 7.2, there shall be no restriction on the transfer
of fully paid Shares except where required by the Applicable Law or therules and regulations of the Designated Stock Exchange.

8

Redemption, Repurchase and Surrender of Shares

8.1

Subject to the provisions of the Statute, and, where applicable, the rules
and regulations of the Designated Stock Exchange and/or any othercompetent regulatory authority or otherwise under Applicable Law, theCompany may issue shares that are to be redeemed or are liable to beredeemed at the option of the Member or the Company as the Directors
may determine prior to the issuance of such shares.

Provision 4(a)Provision 4(b)Provision 4(c)

8.2Subject to the provisions of the Statute and Article 10.2, and, whereapplicable, the rules and regulations of the Designated Stock Exchange
and/or any other competent regulatory authority or otherwise under
Applicable Law, the Company may purchase its own shares (including
any redeemable shares) in such manner and on such other terms as
the Directors may agree with the relevant Member.

8.3

For the avoidance of doubt, subject to, where applicable, the rules andregulations of the Designated Stock Exchange and/or any othercompetent regulatory authority or otherwise under Applicable Law,redemptions, repurchases and surrenders of shares in thecircumstances described in this Article 8 shall not require further
approval of the Members (excluding any repurchase of preference
shares described in Article 10.2).

8.4

The Company may make a payment in respect of the redemption orpurchase of its own Shares in any manner permitted by the Statute,
including out of capital.

8.5

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

9

Treasury Shares

9.1

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

9.2

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

9.3

The Company shall not exercise any right in respect of the Treasury
Shares save as prescribed by Articles 9.1 and 9.2 above, and the
Statute.

10

Variation of Rights of Shares

10.1

Subject to Article 3.1 and 10.2, if at any time the share capital of theCompany is divided into different classes of shares, all or any of therights attached to any class (save and except for preference shares(other than redeemable preference shares)) may, whether or not theCompany is being wound up, be varied without the consent of theholders of the issued shares of that class where such variation isconsidered by the Directors not to have a material adverse effect uponsuch rights. For the avoidance of doubt, the Directors reserve the right,
notwithstanding that any such variation may not have a material
adverse effect, to obtain consent from the holders of shares of therelevant class at a separate meeting of such class held for such
purpose. To any such meeting all the provisions of the Articles relating
to general meetings shall apply mutatis mutandis, except that thenecessary quorum shall be one person holding or representing by proxyat least one-third of the issued shares of the class and that any holderof shares of the class Present may demand a poll.

10.2

Notwithstanding Articles 8.2 and 10.1, subject to the provisions of the
Applicable Law, preference shares (other than redeemable preference
shares) may be repaid or repurchased and the special rights attached
to preference shares may be altered, varied or abrogated only with the
sanction of a Special Resolution passed at a separate class meeting of
the preference shareholders concerned (but not otherwise), provided
always that where the necessary majority for such a Special Resolution
is not obtained at such class meeting, the consent in writing if obtained
from the holders of three-quarters of the issued shares of the classconcerned within two calendar months of the date of such meeting shallbe as valid and effectual as a Special Resolution adopted at suchmeeting.

10.3

The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking pari passu
therewith or shares issued with preferred or other rights.

Provision 5

11Commission on Sale of Shares
The Company may, in so far as the Statute permits, pay a commission
to any person in consideration of his subscribing or agreeing to
subscribe (whether absolutely or conditionally) or procuring or agreeing
to procure subscriptions (whether absolutely or conditionally) for any
Shares. Such commissions may be satisfied by the payment of cash
and/or the issue of fully or partly paid-up Shares. The Company may
also on any issue of Shares pay such brokerage as may be lawful.

12

Non Recognition of Trusts
The Company shall not be bound by or compelled to recognise in any
way (even when notified) any equitable, contingent, future or partial
interest in any Share, or (except only as is otherwise provided by the
Articles or the Statute) any other rights in respect of any Share otherthan an absolute right to the entirety thereof in the holder.

13

Lien on Shares

13.1

The Company shall have a first and paramount lien on every Share (notbeing a fully paid Share) and dividends from time to time declared in
respect of such Shares. Such lien shall be restricted to unpaid calls andinstalments upon the specific Shares in respect of which such monies
are due and unpaid, and to such amounts as the Company may becalled upon by law to pay in respect of the Shares of the Member ordeceased Member. The Directors may waive any lien which has arisen
and may resolve that any Share shall for some limited period be exempt
wholly or partially from the provisions of this regulation. The registrationof a transfer of any such Share shall operate as a waiver of theCompany's lien thereon.

13.2

The Company may sell, in such manner as the Directors think fit, any
Shares on which the Company has a lien, if a sum in respect of which
the lien exists is presently payable, and is not paid within fourteen clear
days after notice has been received or deemed to have been received
by the holder of the Shares, or to the person entitled to it inconsequence of the death or bankruptcy of the holder, demanding
payment and stating that if the notice is not complied with the Shares
may be sold. Any such Shares on which the Company has a lien or
whose call remain unpaid, and which are sold pursuant to this Article

Provision 3(a)will be sold pursuant to procedure for the sale of forfeited Shares as
described in Article 15.
13.3

To give effect to any such sale the Directors may authorise any person
to execute an instrument of transfer of the Shares sold to, or inaccordance with the directions of, the purchaser. The purchaser or such
purchaser's nominee shall be registered as the holder of the Sharescomprised in any such transfer, and the purchaser shall not be boundto see to the application of the purchase money, nor shall such
purchaser's title to the Shares be affected by any irregularity or invalidity
in the sale or the exercise of the Company's power of sale under the
Articles.

13.4

The net proceeds of such sale after payment of the costs of such saleshall be applied in or towards payment or satisfaction of the debts or
liabilities (including unpaid calls and accrued interest and expenses)
and any residue shall be paid to the person entitled to the Shares at thetime of the sale or to such person's executors, administrators or
assigns, or as such person may direct.

14

Call on Shares

14.1

Subject to the terms of the allotment and issue of any Shares, theDirectors may make calls upon the Members in respect of any monies
unpaid on their Shares (whether in respect of par value or premium),and each Member shall (subject to receiving at least fourteen clear
days' notice specifying the time or times of payment) pay to theCompany at the time or times so specified the amount called on the
Shares. A call may be revoked or postponed, in whole or in part, as the
Directors may determine. A call may be required to be paid byinstalments. A person upon whom a call is made shall remain liable forcalls made upon him notwithstanding the subsequent transfer of the
Shares in respect of which the call was made.

14.2

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

14.3

The joint holders of a Share shall be jointly and severally liable to pay
all calls in respect thereof.

Provision 3(b)

14.4

If a call remains unpaid after it has become due and payable, the personfrom whom it is due shall pay interest on the amount unpaid from the
day it became due and payable until it is paid at such rate as the
Directors may determine (and in addition all expenses that have been
incurred by the Company by reason of such non-payment), but the
Directors may waive payment of the interest or expenses wholly or in
part.

14.5

An amount payable in respect of a Share on issue or allotment or at any
fixed date, whether on account of the par value of the Share or premiumor otherwise, shall be deemed to be a call and if it is not paid all theprovisions of the Articles shall apply as if that amount had become dueand payable by virtue of a call.

14.6

The Directors may issue Shares with different terms as to the amountand times of payment of calls, or the interest to be paid.

14.7

The Directors may, if they think fit, receive an amount from any Member
willing to advance all or any part of the monies uncalled and unpaid
upon any Shares held by him, and may (until the amount would
otherwise become payable) pay interest at such rate as may be agreed
upon between the Directors and the Member paying such amount inadvance.

Provision 1(e)14.8

No such amount paid in advance of calls, whether carrying interest or
not, shall entitle the Member paying such amount to any portion of a
Dividend or other profit or distribution payable in respect of any periodprior to the date upon which such amount would, but for such payment,
become payable.

Provision 1(e)15Forfeiture of Shares

15.1

If a call or instalment of a call remains unpaid after it has become dueand payable the Directors may give to the person from whom it is due
not less than fourteen clear days' notice requiring payment of theamount unpaid together with any interest which may have accrued andany expenses incurred by the Company by reason of such nonpayment. The notice shall specify where payment is to be made andshall state that if the notice is not complied with the Shares in respectof which the call was made will be liable to be forfeited.

15.2

If the notice is not complied with, any Share in respect of which it wasgiven may, before the payment required by the notice has been made,be forfeited by a resolution of the Directors. Such forfeiture shall include
all Dividends, other distributions or other monies payable in respect of
the forfeited Share and not paid before the forfeiture.

15.3

A forfeited Share may be sold, re-allotted or otherwise disposed of onsuch terms and in such manner as the Directors think fit and at any time
before a sale, re-allotment or disposition the forfeiture may be cancelledon such terms as the Directors think fit. Where for the purposes of its
disposal a forfeited Share is to be transferred to any person the
Directors may authorise some person to execute an instrument oftransfer of the Share in favour of that person.

15.4

A person any of whose Shares have been forfeited shall cease to be a
Member in respect of them and shall surrender to the Company forcancellation the certificate for the Shares forfeited and shall remain
liable to pay to the Company all monies which at the date of forfeiture
were payable by him to the Company in respect of those Shares
together with interest at such rate as the Directors may determine, but
his liability shall cease if and when the Company shall have received
payment in full of all monies due and payable by him in respect of thoseShares.

15.5

A certificate in writing under the hand of one Director or Officer that a
Share has been forfeited on a specified date shall be conclusive
evidence of the facts stated in it as against all persons claiming to beentitled to the Share. The certificate shall (subject to the execution of an
instrument of transfer) constitute a good title to the Share and theperson to whom the Share is sold or otherwise disposed of shall not bebound to see to the application of the purchase money, if any, nor shall
his title to the Share be affected by any irregularity or invalidity in theproceedings in reference to the forfeiture, sale or disposal of the Share.
15.6

The provisions of the Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a Share,
becomes payable at a fixed time, whether on account of the par valueof the Share or by way of premium as if it had been payable by virtue ofa call duly made and notified.

16

Transmission of Shares

16.1

If a Member dies, the survivor or survivors (where he was a joint holder),or his legal personal representatives (where he was a sole holder), shallbe the only persons recognised by the Company as having any title tohis Shares. The estate of a deceased Member is not thereby released
from any liability in respect of any Share, for which he was a joint or soleholder.

16.2

Any person becoming entitled to a Share in consequence of the deathor bankruptcy or liquidation or dissolution of a Member (or in any otherway than by transfer) may, upon such evidence being produced as may
be required by the Directors, elect, by a notice in writing sent by him to
the Company, either to become the holder of such Share or to havesome person nominated by him registered as the holder of such Share.
If he elects to have another person registered as the holder of such
Share he shall sign an instrument of transfer of that Share to that
person. The Directors shall, in either case, have the same right todecline or suspend registration as they would have had in the case of atransfer of the Share by the relevant Member before his death or
bankruptcy or liquidation or dissolution, as the case may be.

16.3

A person becoming entitled to a Share by reason of the death or
bankruptcy or liquidation or dissolution of a Member (or in any othercase than by transfer) shall be entitled to the same Dividends, other
distributions and other advantages to which he would be entitled if hewere the holder of such Share. However, he shall not, before becoming
a Member in respect of a Share, be entitled in respect of it to exercise
any right conferred by membership in relation to general meetings of
the Company and the Directors may at any time give notice requiring

any such person to elect either to be registered himself or to have someperson nominated by him be registered as the holder of the Share (butthe Directors shall, in either case, have the same right to decline orsuspend registration as they would have had in the case of a transfer of
the Share by the relevant Member before his death or bankruptcy or
liquidation or dissolution or any other case than by transfer, as the casemay be). If the notice is not complied with within ninety days of being
received or deemed to be received (as determined pursuant to the
Articles), the Directors may thereafter withhold payment of all
Dividends, other distributions, bonuses or other monies payable inrespect of the Share until the requirements of the notice have been
complied with.

17

Amendments of Memorandum and Articles of Association,
Alteration of Capital and Rights of Pre-emption

17.1

The Company may by Ordinary Resolution:

17.2

(a)

increase its authorised share capital by such sum as theOrdinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company ingeneral meeting may determine;(b)consolidate and divide all or any of its share capital into Sharesof larger amount than its existing Shares;(c)convert all or any of its paid-up Shares into stock, and reconvertthat stock into paid-up Shares of any denomination;(d)by subdivision of its existing Shares or any of them divide thewhole or any part of its share capital into Shares of smaller
amount than is fixed by the Memorandum or into Shares without
par value; and(e)cancel any Shares that at the date of the passing of the Ordinary
Resolution have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by theamount of the Shares so cancelled.

Notwithstanding Articles 3 and 17.1(a) above, subject to any direction
to the contrary that may be given by the Company in a general meetingor except as permitted under the rules and regulations of theProvision 1(f)Designated Stock Exchange, all new Shares shall, before issue, beoffered to such Members who as at the date of the offer are entitled toreceive notices from the Company of general meetings in proportion, as
far as the circumstances admit, to the number of the existing Shares towhich they are entitled. The offer shall be made by notice specifying thenumber of Shares offered, and limiting a time within which the offer, if
not accepted, will be deemed to be declined, and, after the expiration ofthat time, or on the receipt of an intimation from the Member to whom
the offer is made that such Member declines to accept the Shares
offered, the Directors may dispose of those Shares in such manner as
they think most beneficial to the Company. The Directors may likewise
so dispose of any new Shares which (by reason of the ratio which the
new Shares bear to Shares held by persons entitled to an offer of new
Shares) cannot, in the opinion of the Directors, be conveniently offeredunder this Article 17.2.
17.3

All new Shares created in accordance with the provisions of Article 3
and this Article 17 shall be subject to the same provisions of these
Articles with reference to the payment of calls, liens, transfer,transmission, forfeiture and otherwise as the Shares in the original
share capital.

17.4

Subject to the applicable provisions of the Statute, the Singapore
Companies Act and the rules and regulations of the Designated Stock
Exchange, the Company may by Special Resolution:(a)change its name;(b)alter or add to the Articles;(c)alter or add to the Memorandum with respect to any objects,
powers or other matters specified therein; and(d)reduce its share capital or any capital redemption reserve fund.

18

Offices and Places of Business
Subject to the provisions of the Statute, the Company may by resolutionof the Directors change the location of its Registered Office. The
Company may, in addition to its Registered Office, maintain such otheroffices or places of business as the Directors determine.

19

General Meetings

19.1

All general meetings other than annual general meetings shall be called
extraordinary general meetings.

19.2

The Company may, but shall not (unless required by the Statute orwhere applicable, the rules and regulations of the Designated Stock
Exchange and/or any other competent regulatory authority or otherwise
under Applicable Law) be obliged to, in each year hold a general
meeting as its annual general meeting, and shall specify the meeting as
such in the notices calling it. For so long as the Shares of the Company
are listed on the Designated Stock Exchange, the Company shall holdall its general meetings in Singapore (unless prohibited by any
Applicable Law) or such other jurisdiction as permitted or required by
the Applicable Law or the rules or regulations of the Designated Stock
Exchange. At these general meetings the report of the Directors (if any)
shall be presented.

19.3

The Company shall hold its annual general meeting within four months
from the end of its financial year (or such other period as may bepermitted by the Applicable Law or the rules and regulations of the
Designated Stock Exchange).

19.4

The Directors, the chief executive officer or the Chairperson of the boardof Directors may call general meetings, and general meetings shall also
be convened on a Members’ requisition. On such a Members’
requisition, the Directors shall immediately proceed duly to convene an
extraordinary general meeting of the Company to be held as soon aspracticable but in any case not later than two months after the receipt
by the Company of the requisition.

19.5

A Members' requisition is a requisition of Members holding at the dateof deposit of the requisition not less than ten per cent of the total number

Provision 10

of paid-up Shares which as at that date carry the right to vote at general
meetings of the Company.
19.6

The Members' requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Registered
Office, and may consist of several documents in like form each signedby one or more requisitionists.

19.7

If there are no Directors as at the date of the deposit of the Members'
requisition or if the Directors do not within twenty-one days after thedate of the deposit of the Members' requisition duly proceed to convene
a general meeting, the requisitionists, or any of them representing morethan fifty per cent of the total voting rights of all of the requisitionists,
may themselves convene a general meeting, but any meeting so
convened shall not be held after the expiration of three months from that
date.

19.8

A general meeting convened by the requisitionists in accordance with
Article 19.7 above shall be convened in the same manner as nearly as
possible as that in which general meetings are to be convened by
Directors.

20

Notice of General Meetings

20.1

Any general meeting at which it is proposed to pass a Special
Resolution shall be called by twenty-one calendar days' notice in writingat the least. An annual general meeting and any other extraordinary
general meeting shall be called by fourteen calendar days' notice inwriting at the least; provided always that a general meetingnotwithstanding that it has been called by a shorter notice than thatspecified above shall be deemed to have been duly called if it is soagreed:20.2(a)in the case of an annual general meeting, by all of the Members
entitled to attend and vote thereat; and(b)in the case of an extraordinary general meeting, by a majority innumber of the Members having a right to attend and votethereat, being a majority together holding not less than ninetyfive per cent in par value of the Shares giving that right.

The period of notice shall in each case be exclusive of the day on which
it is despatched and of the day on which the meeting is to be held andshall be given in the manner hereinafter mentioned to all Members otherthan such as are not under the provisions of these Articles and the
Statute entitled to receive such notices from the Company.

20.3

So long as the Shares in the Company are listed on the Designated
Stock Exchange, notices of any general meeting shall be given by
advertisement in the daily press in Singapore and in writing to the
Designated Stock Exchange.

20.4

The Directors may make Communication Facilities available for a
specific general meeting or all general meetings of the Company so thatmembers and other participants may attend and participate at suchgeneral meetings by means of such Communication Facilities. Without
limiting the generality of the foregoing, the Directors may determine thatany general meeting may be held as a Virtual Meeting subject to, whereapplicable, the rules and regulations of the Designated Stock Exchange
and/or any other competent regulatory authority or otherwise under
Applicable Law.

Provision 7

Provision 7

Provision 7

20.5

Every notice calling a general meeting shall specify the place, the day
and the hour of the meeting and the general nature of the business tobe conducted at the general meeting. Any notice of a general meeting
called to consider special business shall be accompanied by astatement regarding the effect of any proposed resolution on the
Company in respect of such special business.

20.6

The notice of any general meeting at which Communication Facilities
will be utilised (including any Virtual Meeting) must disclose theCommunication Facilities that will be utilised, including the procedures
to be followed by any member or other participant of the general
meeting who wishes to utilise such Communication Facilities for the
purpose of attending, participating and voting at such meeting.

20.7

The accidental omission to give notice of a general meeting to, or thenon-receipt of notice of a general meeting by, any person entitled toreceive such notice shall not invalidate the proceedings of that general
meeting.

21

Proceedings at General Meetings

21.1

No business shall be transacted at any general meeting unless aquorum is Present. Two Members Present shall be a quorum unlessthere is only one Member of the Company in which case that Member
may constitute a quorum. For the avoidance of doubt, where a Member
is the Depository, one or more person(s) attending as the Depository’s
proxy or as the Depository’s duly authorised representative may counttowards the quorum.

21.2

A person may participate at a general meeting by Communications
Facilities by means of which all the persons participating in the meeting
can communicate with each other simultaneously and instantaneously
using such Communication Facilities. Participation by a person in a
general meeting in this manner is treated as a person being Present atthat meeting.

21.3

A resolution (including a Special Resolution) in writing (in one or morecounterparts) signed by or on behalf of all of the Members for the time
being entitled to receive notice of and to attend and vote at general
meetings (or, being corporations or other non-natural persons, signed

Provision 7

by their duly authorised representatives) shall be as valid and effective
as if the resolution had been passed at a general meeting of theCompany duly convened and held.
21.4

If a quorum is not Present within half an hour from the time appointed
for the meeting to commence or if during such a meeting a quorum
ceases to be Present, the meeting, if convened upon a Members'
requisition, shall be dissolved and in any other case it shall standadjourned to the same day in the next week (or if that day is a public
holiday then to the next business day following that public holiday) at
the same time and place or to such other day and at such other time
and/or place as the Directors may by not less than ten calendar days'
notice appoint. At the adjourned meeting any one or more Members
Present shall be a quorum. For the avoidance of doubt, where a
Member is the Depository, one or more person(s) attending as the
Depository’s proxy or as the Depository’s duly authorised
representative may count towards the quorum.

21.5

The Directors may, at any time prior to the time appointed for the
meeting to commence, appoint any person to act as Chairperson of ageneral meeting of the Company or, if the Directors do not make any
such appointment, the Chairperson, if any, of the board of Directors
shall preside as Chairperson at such general meeting. If there is no such
Chairperson, or if such Person shall not be Present within fifteen
minutes after the time appointed for the meeting to commence, or isunwilling to act, the Directors Present shall elect one of their number tobe Chairperson of the meeting.

21.6

If no Director is willing to act as Chairperson or if no Director is Present
within fifteen minutes after the time appointed for the meeting tocommence, the Members Present shall choose one of their number tobe Chairperson of the meeting.

21.7

The Chairperson of any general meeting shall be entitled to attend andparticipate at such general meeting by means of Communication
Facilities, and to act as the Chairperson, in which event:(a)the Chairperson shall be deemed to be Present at the meeting;
and

(b)

if the Communication Facilities are interrupted or fail for any
reason to enable the Chairperson to hear and be heard by allother Persons attending and participating at the meeting, thenthe other Directors Present at the meeting shall choose another
Director Present to act as Chairperson of the meeting for theremainder of the meeting; provided that (i) if no other Director is
Present at the meeting, or (ii) if all the Directors Present decline
to take the chair, then the meeting shall be automaticallyadjourned to the same day in the next week and at such timeand place as shall be decided by the board of Directors.

21.8

The Chairperson may, with the consent of a meeting at which a quorum
is Present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place, but no business shall betransacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.

21.9

If a notice is issued in respect of a general meeting and the Directors,
in their absolute discretion, consider that it is impractical or undesirable
for any reason to hold that general meeting at the place, the day andthe hour specified in the notice calling such general meeting, theDirectors may, subject always to the rules and regulations of the
Designated Stock Exchange and/or any other competent regulatory
authority or otherwise under Applicable Law, postpone the general
meeting to another place, day and/or hour provided that notice of theplace, the day and the hour of the rearranged general meeting is
promptly given to all Members. No business shall be transacted at any
postponed meeting other than the business specified in the notice of theoriginal meeting.

21.10 When a general meeting is adjourned or postponed for thirty days or
more, notice of the adjourned or postponed meeting shall be given as
in the case of an original meeting. The Chairperson of the meeting may(and, if required by the rules or regulations of the Designated Stock
Exchange, shall) appoint at least one scrutineer (who shall be
independent of the persons undertaking the poll process).
21.11 For so long as the Shares of the Company are listed on the Designated
Stock Exchange, if required by the rules or regulations of the
Designated Stock Exchange, all resolutions at general meetings shallbe voted by poll unless such requirement is waived by the Designated
Stock Exchange.
21.12 A poll shall be taken as the Chairperson directs, and the result of thepoll shall be deemed to be the resolution of the general meeting at which
the poll was required or demanded.
21.13 A poll demanded on the election of a Chairperson or on a question of
adjournment shall be taken forthwith. A poll demanded on any otherquestion shall be taken at such date, time and place as the Chairpersonof the general meeting directs, and any business other than that uponwhich a poll has been demanded or is contingent thereon may proceed
pending the taking of the poll.
21.14 In the case of an equality of votes the Chairperson shall be entitled to asecond or casting vote.

22

Votes of Members

22.1

Subject to any rights or restrictions attached to any Shares, every
Member Present in any such manner, including a Depository, shall haveone vote for every Share of which such Member is the holder.

Provision 8(a)22.2

In the case of joint holders of Shares, any one of such persons may
vote, but if more than one of such persons is Present at a meeting, theperson whose name stands first on the Register of Members shall alone
be entitled to vote to the exclusion of the votes of the other joint holders.

Provision 8(b)22.3

A Member of unsound mind, or in respect of whom an order has been
made by any court, having jurisdiction in lunacy, may vote, whether ona show of hands or on a poll, by his committee, receiver, curator bonis,or other person on such Member's behalf appointed by that court, andany such committee, receiver, curator bonis or other person may voteby proxy.

22.4

No person shall be entitled to vote at any general meeting unless he isregistered as a Member on the record date for such meeting and unless
all calls or other monies then payable by such Member in respect ofShares have been paid.

Provision 8(a)22.5

No objection shall be raised as to the qualification of any voter except
at the general meeting or adjourned general meeting at which the voteobjected to is given or tendered and every vote not disallowed at themeeting shall be valid. Any objection made in due time in accordancewith this Article shall be referred to the Chairperson whose decision
shall be final and conclusive.

22.6

An instrument appointing a proxy shall be deemed to include the rightto demand or join in demanding a poll, to move any resolution oramendment thereto and, if afforded the opportunity, to speak at themeeting the same as any other voting Member. Votes may be casteither personally or by proxy (or in the case of a corporation or othernon-natural person by its duly authorised representative or proxy). A
Member may appoint more than one proxy or the same proxy under one
or more instruments to attend and vote at a meeting. Where a Member
appoints more than one proxy the instrument of proxy shall specify the
number of Shares in respect of which each proxy is entitled to exercise
the related votes.

22.7

A Member, including for the avoidance of doubt a Depository, holding
more than one Share need not cast the votes in respect of such
Member's Shares in the same way on any resolution and therefore may
vote a Share or some or all such Shares either for or against a resolution
and/or abstain from voting a Share or some or all of the Shares and,subject to the terms of the instrument appointing such Member, a proxyappointed under one or more instruments may vote a Share or some or
all of the Shares in respect of which such Member is appointed either
for or against a resolution and/or abstain from voting a Share or someor all of the Shares in respect of which such Member is appointed.

22.8

To the extent permitted by Applicable Law, where a Member (or, where
the Member is the Depository, a Depositor) is required by the rules orregulations of the Designated Stock Exchange or a court order toabstain from voting on a resolution at a general meeting, such Member(or, where the Member is the Depository, a Depositor) shall not be
entitled to vote on the relevant resolution and shall be required toabstain from voting such member's Shares (including by proxy or byattorney or being a corporation by its duly authorised representative) inrespect of such resolution, and if the Member casts any votes (whether
by proxy or by attorney or being a corporation by its duly authorised
representative) in contravention of this Article or, if the rules orProvisionsand (e)8(a)regulations of the Designated Stock Exchange require the Company to
do so, the Company shall be entitled to disregard such votes.

23

Proxies

23.1

Any Member entitled to attend, vote and speak at a meeting of theCompany who is the holder of two or more Shares shall be entitled toappoint not more than two proxies to attend, vote and speak instead ofsuch Member at the same general meeting provided that if the Member
is the Depository:(a)the Depository may appoint more than two proxies to attend,
vote and speak at the same general meeting and each proxyshall be entitled to exercise the same powers on behalf of the
Depository as the Depository could exercise;(b)unless the Depository specifies otherwise in a written notice to
the Company, the Depository shall be deemed to haveappointed as the Depository’s proxies to vote on behalf of the
Depository at a general meeting of the Company each of the
Depositors who are individuals and whose names are shown in
the records of the Depository as at a time not earlier than fortyeight hours prior to the time of the relevant general meeting
supplied by the Depository to the Company and notwithstanding
any other provision of these Articles, the appointment of proxies
by virtue of this Article 23.1(b) shall not require an instrument of
proxy or the lodgement of any instrument of proxy;(c)

the Company shall accept as valid in all respects the form of
instrument of proxy approved by the Depository (the“Depository Proxy Form”) for use at the date relevant to thegeneral meeting in question naming a Depositor (the“Nominating Depositor”) and permitting that Nominating
Depositor to nominate a person or persons other than the
Nominating Depositor as the proxy or proxies appointed by the
Depository. A Nominating Depositor who is not a relevantintermediary may nominate not more than two persons to attend
and vote in such Nominating Depositor's place as proxy or
proxies appointed by the Depository, and a Nominating
Depositor who is a relevant intermediary may nominate morethan two persons to attend and vote in its place as proxies
appointed by the Depository. The Company shall, in
determining rights to vote and other matters in respect of acompleted Depository Proxy Form submitted to it, have regard
to the instructions given by and the notes (if any) set out in the
Depository Proxy Form. The submission of any Depository
Proxy Form shall not affect the operation of Article 23.1(b) andshall not preclude a Depositor appointed as a proxy by virtue of
Article 23.1(b) from attending and voting at the relevant meetingbut in the event of attendance by such Depositor the Depository
Proxy Form submitted bearing such Depositor's name as theNominating Depositor shall be deemed to be revoked;

23.2

(d)

the Company shall reject any Depository Proxy Form of a
Nominating Depositor if such Nominating Depositor's name is
not shown in the records of the Depository as at a time notearlier than forty-eight hours prior to the time of the relevant
general meeting supplied by the Depository to the Company;
and

(e)

on a poll the maximum number of votes which a Depositor, or
proxies appointed pursuant to a Depository Proxy Form in
respect of that Depositor, is able to cast shall be the number of
Shares credited to the Securities Account of that Depositor as
shown in the records of the Depository as at a time not earlier
than forty-eight hours prior to the time of the relevant general
meeting supplied by the Depository to the Company (or suchtiming as may be stipulated by the Designated Stock Exchange
from time to time), whether that number is greater or smaller
than the number specified in any Depository Proxy Form or
instrument of proxy executed by or on behalf of the Depository.

The instrument appointing a proxy shall be in writing and:(a)in the case of an individual shall be:(i)executed under the hand of the appointor or of such
Member's attorney duly authorised in writing if the
instrument is delivered personally or sent by post; or(ii)authorised by that individual through such method andin such manner as may be approved by the Directors, if
theinstrumentissubmitted
byElectronic
Communication; and(b)in the case of a corporation or other non-natural person, shallbe:(i)under the hand of its duly authorised representative, orin the case of the Depository, signed by its duly
authorised officer by some method or system of
mechanical signature as the Depository may deem
appropriate, if the instrument is delivered personally or
sent by post; or(ii)authorised by that corporation or non-natural person
through such method and in such manner as may beapproved by the Directors, if the instrument is submitted
by Electronic Communication.

23.3

The Directors may, in their absolute discretion, approve the method andmanner for an instrument appointing a proxy to be authorised by anappointor, or deposited with or received by the Company, as well as any
authentication procedure for authentication of such instrument as
contemplated in Articles 23.2(a)(ii) and 23.2(b)(ii) for application to such
Members or class of Members as they may determine. Where the
Directors do not so approve and designate in relation to a Member(whether of a class or otherwise), Article 23.2(a)(i) and/or (as the casemay be) Article 23.2(b)(i) shall apply, provided that if the instrument
appointing a proxy is delivered personally or sent by post, it shall bedeposited physically at the Registered Office not less than 48 hours
before the time appointed for the meeting or adjourned meeting tocommence at which the person named in the instrument proposes to
vote.

23.4

A proxy need not be a Member.

23.5

The instrument appointing a proxy and (if required by the board of
Directors) the power of attorney or other authority (if any) under which
it is signed or authorised on behalf of the appointor (which shall, for thispurpose, include a Depositor), or a certified copy of such power orauthority:(a)if sent personally or by post, must be delivered to such place or
one of such places (if any) as may be specified for that purpose
in or by way of note to or in any document accompanying theProvision 8(c)notice convening the meeting (or, if no place is so specified at
the Registration Office or the Office, as may be appropriate); or(b)

if submitted by Electronic Communication, must be received
through such means as may be specified by the Company forthat purpose in or by way of note to or in any document
accompanying the notice convening the meeting, and in either
case, not less than forty-eight hours (or such timing as may be
stipulated by the Designated Stock Exchange from time to time)
before the time appointed for holding the meeting or adjourned
meeting at which the person named in the instrument proposes
to vote or, in the case of a poll taken subsequently to the dateof a meeting or adjourned meeting, for the taking of the poll, andin default the instrument of proxy shall not be treated as valid.
No instrument appointing a proxy shall be valid after the
expiration of twelve months from the date named in it as thedate of its execution, except at an adjourned meeting or on apoll demanded at a meeting or an adjourned meeting in cases
where the meeting was originally held within twelve months fromsuch date. Delivery of an instrument appointing a proxy shall notpreclude a Member from attending and voting in person at themeeting convened and in such event, the instrument appointing
a proxy shall be deemed to be revoked.

23.6

The Directors may, in their absolute discretion, and in relation to such
Members or class of Members as they may determine, specify themeans through which instruments appointing a proxy may be submitted
by Electronic Communication, as contemplated in Article 23.5(b).
Where the Directors do not so specify, Article 23.5(a) shall apply.

23.7

The Chairperson may in any event at the Chairperson's discretion
declare that an instrument of proxy shall be deemed to have been duly
deposited. An instrument of proxy that is not deposited in the mannerpermitted, or which has not been declared to have been duly depositedby the Chairperson, shall be invalid.

23.8

The instrument appointing a proxy may be expressed to be for aparticular meeting or any adjournment thereof or generally until
revoked. An instrument appointing a proxy shall be deemed to confer
the authority to demand or join or concur in demanding a poll.

Provision 8(d)

23.9

Votes given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal
or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the Share in respect of which the proxy is
given unless notice in writing of such death, insanity, revocation ortransfer was received by the Company at the Registered Office before
the commencement of the general meeting, or adjourned meeting at
which it is sought to use the proxy.

24

Corporate Members

24.1

Any corporation or other non-natural person which is a Member may inaccordance with its constitutional documents, or in the absence of suchprovision by resolution of its directors or other governing body,authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members, and the person
so authorised shall be entitled to exercise the same powers on behalfof the corporation which he represents as the corporation could
exercise if it were an individual Member.

24.2

If a Depository (or its nominee(s)), being a corporation, is a Member, it
may authorise such persons as it sees fit to act as its representative at
any meeting of the Company or at any meeting of any class of Members
provided that the authorisation shall specify the number and class of
Shares in respect of which each such representative is so authorised.
Each person so authorised under the provisions of this Article shall bedeemed to have been duly authorised without further evidence of thefacts and be entitled to exercise the same rights and powers on behalfof the Depository (or its nominee(s)) as if such person was theregistered holder of such Shares held by the Depository (or its
nominee(s)).

25

Shares that May Not be Voted
Shares in the Company that are beneficially owned by the Company
shall not be voted, directly or indirectly, at any meeting and shall not becounted in determining the total number of outstanding Shares at any
given time.

26

Directors and Chief Executive Officer(s)26.1There shall be a board of Directors consisting of not less than one
person provided however that the Company may by Ordinary
Resolution increase or reduce the limits in the number of Directors. All
Directors of the Company shall be natural persons.

26.2

The Directors may from time to time appoint one or more of their bodyto be Chief Executive Officer or Chief Executive Officers (or otherequivalent position) of the Company and may from time to time (subject
to the provisions of any contract between such Director(s) and theProvision 9(a)Provision 9(i)Company) remove or dismiss such Director(s) from the office of Chief
Executive Officer(s) and appoint another or others in such Director(s)place(s). Where an appointment is for a fixed term, such term shall not
exceed five years.
26.3

A Chief Executive Officer (or person holding an equivalent position)
shall at all times be subject to the control of the Directors but subject
thereto the Directors may from time to time entrust to and confer upona Chief Executive Officer (or person holding an equivalent position) for
the time being such of the powers exercisable under these Articles by
the Directors as they may think fit and may confer such powers for suchtime and to be exercised on such terms and conditions and with such
restrictions as they think expedient and they may confer such powers
either collaterally with or to the exclusion of and in substitution for all or
any of the powers of the Directors in that behalf and may from time totime revoke, withdraw, alter or vary all or any of such powers.

27

Powers of Directors

27.1

Subject to the provisions of the Statute, the Memorandum and the
Articles and to any directions given by Special Resolution, the businessof the Company shall be managed by the Directors who may exercise
all the powers of the Company. No alteration of the Memorandum or
Articles and no such direction shall invalidate any prior act of the
Directors which would have been valid if that alteration had not been
made or that direction had not been given. A duly convened meeting of
Directors at which a quorum is present may exercise all powers
exercisable by the Directors.

27.2

All cheques, promissory notes, drafts, bills of exchange and othernegotiable or transferable instruments and all receipts for monies paid
to the Company shall be signed, drawn, accepted, endorsed orotherwise executed as the case may be in such manner as the Directors
shall determine by resolution.

27.3

The Directors on behalf of the Company may pay a gratuity or pension
or allowance on retirement to any Director who has held any othersalaried office or place of profit with the Company or to his widow ordependants and may make contributions to any fund and pay premiums
for the purchase or provision of any such gratuity, pension or allowance.

Provision 9(j)Provision 6

27.4

The Directors may exercise all the powers of the Company to borrowmoney and to mortgage or charge its undertaking, property and assets(present and future) and uncalled capital or any part thereof and to issue
debentures, debenture stock, mortgages, bonds and other suchsecurities whether outright or as security for any debt, liability or
obligation of the Company or of any third party.

28

Appointment and Removal of Directors

28.1

The Company may by Ordinary Resolution appoint any person to be a
Director or may by Ordinary Resolution remove any Director.

28.2

At each Annual General Meeting one-third of the Directors for the time
being (or, if their number is not a multiple of three, the number nearest
to but not less than one-third), selected in accordance with Article 28.3,
shall retire from office by rotation (in addition to any Director retiring
pursuant to Article 28.4), provided always that, if required by the rules
and regulations of the Designated Stock Exchange, all Directors shallretire at least once every three years.

28.3

The Directors to retire in every year shall be those subject to retirementby rotation who have been longest in office since their last re-election
or appointment and so that as between persons who became or werelast re-elected Directors on the same day those to retire shall (unlessthey otherwise agree among themselves) be determined by lot. A
retiring Director shall be eligible for re-election.

28.4

The Directors may appoint any person to be a Director, either to fill acasual vacancy or as an additional Director provided that theappointment does not cause the number of Directors to exceed any
number fixed by or in accordance with the Articles as the maximum
number of Directors. Any person so appointed by the Directors shallhold office only until the next annual general meeting. Such Director
shall then be eligible for re-election, but shall not be taken into accountin determining the number of Directors who are to retire by rotation atsuch meeting.

Provision 9(b)28.5

No person other than a Director retiring at the meeting shall, unlessrecommended by the Directors for election, be eligible for appointment
as a Director at any general meeting unless not less than eleven nor
more than forty-two clear calendar days (exclusive of the date on which

Provision 9(h)the notice is given) before the date appointed for the meeting there shallhave been lodged at the Registered Office notice in writing signed bysome Member (other than the person to be proposed) duly qualified toattend and vote at the meeting for which such notice is given of such
Member's intention to propose such person for election or notice inwriting signed by the person to be proposed giving such person'sconsent to the nomination and signifying that person's candidature forthe office, provided always that in the case of a person recommended
by the Directors for election not less than nine clear calendar days'
notice shall be necessary and notice of each and every such person
shall be served on the Members at least seven calendar days prior tothe meeting at which the election is to take place.

29

Vacation of Office of Director
The office of a Director shall be vacated if:(a)the Director gives notice in writing to the Company that heresigns the office of Director; or(b)

the Director absents himself, herself or itself (for the avoidanceof doubt, without being represented by proxy) from threeconsecutive meetings of the board of Directors without special
leave of absence from the Directors, and the Directors pass a
resolution that such Director has by reason of such absence
vacated office; or(c)the Director dies, has a bankruptcy order made against such
Director or makes any arrangement or composition with such
Director's creditors generally; orProvision 9(g)(d)

the Director becomes mentally disordered (including being of
unsound mind) and incapable of managing such Director's
affairs or if in Singapore or elsewhere an order shall be madeby any court claiming jurisdiction in that behalf on the ground(however formulated) of mental disorder for such Director's
detention or for the appointment of a guardian or for theappointment of a receiver or other person (by whatever namecalled) to exercise powers with respect to such Director's
property or affairs;

Provision 9(g)(e)the Director shall become disqualified from acting as a director
in any jurisdiction for reasons other than on technical grounds(in which event such Director must immediately resign from theboard); or(f)

the Director is removed from office by Ordinary Resolution.

30

Proceedings of Directors

30.1

The quorum for the transaction of the business of the Directors may be
fixed by the Directors, and unless so fixed shall be a majority of the
Directors then in office, including the Chairperson; provided, however,a quorum shall nevertheless exist at a meeting at which a quorum would
exist but for the fact that the Chairperson is voluntarily absent from themeeting and notifies the board of Directors his decision to be absent
from that meeting, before or at the meeting.

30.2

Subject to the provisions of the Articles, the Directors may regulate theirproceedings as they think fit. Questions arising at any meeting shall bedecided by a majority of votes. In the case of an equality of votes(except where only two Directors are present and form the quorum or
when only two Directors are competent to vote on the question in issue),the Chairperson shall have a second or casting vote.

30.3

A person may participate in a meeting of the Directors or any committeeof Directors by Communications Facilities by means of which all the
persons participating in the meeting can simultaneously andinstantaneously communicate with each other at the same time.
Participation by a person in a meeting in this manner is treated aspresence in person at that meeting. Unless otherwise determined by the
Directors, the meeting shall be deemed to be held at the place where
the Chairperson is located, or deemed to be located, at the start of themeeting.

30.4

A resolution in writing (in one or more counterparts) signed by all the
Directors or all the members of a committee of the Directors or, in thecase of a resolution in writing relating to the removal of any Director or
the vacation of office by any Director, all of the Directors other than the
Director who is the subject of such resolution shall be as valid andeffectual as if it had been passed at a meeting of the Directors, orcommittee of Directors as the case may be, duly convened and held.

Provision 9(n)Provision 9(m)The expressions “in writing” and “signed” include approval by any such
Director by facsimile or any form of Electronic Communication approvedby the Directors for such purpose from time to time and in accordancewith the Applicable Law.
30.5

A Director may, or other Officer on the direction of a Director shall, calla meeting of the Directors by at least two days' notice in writing to every
Director which notice shall set forth the general nature of the businessto be considered unless notice is waived by all the Directors either at,
before or after the meeting is held. To any such notice of a meeting of
the Directors all the provisions of the Articles relating to the giving ofnotices by the Company to the Members shall apply mutatis mutandis.

30.6

The continuing Directors (or a sole continuing Director, as the case maybe) may act notwithstanding any vacancy in their body, but if and solong as their number is reduced below the number fixed by or pursuant
to the Articles as the necessary quorum of Directors the continuing
Directors or Director may act only for the purpose of increasing thenumber of Directors to be equal to such fixed number, or of summoninga general meeting of the Company, but for no other purpose (except inan emergency). If there be no Directors or Director able or willing to act,
then any two Members may summon a general meeting for the purposeof appointing Directors.

30.7

The Directors may elect and appoint a Chairperson by the affirmative
vote of a simple majority of the Directors then in office, and determine
the period for which the Chairperson is to hold office. The Chairperson
shall preside as chairperson at every meeting of the board of Directors.
To the extent the Chairperson is not present within five minutes after
the time appointed for the meeting to commence, the Directors present
may choose one of their number to be Chairperson of the meeting.

30.8

All acts done by any meeting of the Directors or of a committee of the
Directors shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any Director, and/or thatthey or any of them were disqualified, and/or had vacated their office
and/or were not entitled to vote, be as valid as if every such person had
been duly appointed and/or not disqualified to be a Director and/or had
not vacated their office and/or had been entitled to vote, as the casemay be.

Provision 9(k)

30.9

A Director may be represented at any meetings of the board of Directors
by a proxy appointed in writing by him. The proxy shall count towards
the quorum and the vote of the proxy shall for all purposes be deemed
to be that of the appointing Director.

31

Alternate Directors

31.1

Any Director may at any time by writing under such Director's hand anddeposited at the Registered Office, or delivered at a meeting of the
Directors, nominate any person (other than another Director) for
appointment to be such Director's Alternate Director and may in likemanner at any time terminate such appointment. Such appointment,
unless previously approved by the majority of the other Directors, shallhave effect only upon and subject to being so approved. A person shallnot act as Alternate Director to more than one Director at the same time.

Provision 9(l)31.2

An Alternate Director shall be entitled to contract and be interested inand benefit from contracts or arrangements or transactions and to be
repaid expenses and to be indemnified to the same extent mutatis
mutandis as if such person were a Director but such person shall not be
entitled to receive from the Company in respect of such person's
appointment as Alternate Director any remuneration except only suchpart (if any) of the remuneration otherwise payable to such person's
principal as such principal may by notice in writing to the Company fromtime to time direct, provided always that any fees payable to such
Alternate Director shall be deducted from the relevant appointing
principal's remuneration.

Provision 9(l)32Directors' Interests

32.1

A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with his officeof Director for such period and on such terms as to remuneration andotherwise as the Directors may determine.

32.2

A Director may act by himself, herself, itself or by, through or on behalfof such Director's firm in a professional capacity for the Company andthe Director or the Director's firm shall be entitled to remuneration for
professional services as if the Director were not a Director.

32.3

A Director may be or become a director or other officer of or otherwiseinterested in any company promoted by the Company or in which theCompany may be interested as a shareholder, a contracting party orotherwise, and no such Director shall be accountable to the Company
for any remuneration or other benefits received by the Director as adirector or officer of, or from such Director's interest in, such othercompany.

32.4

No person shall be disqualified from the office of Director or prevented
by such office from contracting with the Company, either as vendor,
purchaser or otherwise, nor shall any such contract or any contract ortransaction entered into by or on behalf of the Company in which any
Director shall be in any way interested be or be liable to be avoided, norshall any Director so contracting or being so interested be liable toaccount to the Company for any profit realised by or arising inconnection with any such contract or transaction by reason of such
Director holding office or of the fiduciary relationship thereby
established. A Director shall not vote in respect of any contract or
proposed contract or transaction in which such Director has directly or
indirectly any personal material interest.

32.5

Notwithstanding any other provision of the Articles, a Director that is in any
way interested in a proposed contract or transaction, whether directly or
indirectly, may be counted as part of the quorum for a meeting of the
Directors at which a resolution in respect of such proposed contract or
proposed transaction is tabled provided that such an interested Director
shall not be permitted to vote in respect of such proposed contract or
proposed transaction at such board meeting (or pursuant to a resolution inwriting to be signed by all the Directors or all the members of a committee

Provision 9(e)of the Directors whom are entitled to vote on same) notwithstanding any
notice given to the board of Directors regarding such interest.

33

Minutes
The Directors shall cause minutes to be made in books kept for the
purpose of recording all appointments of Officers made by the Directors,
all proceedings at meetings of the Company or the holders of any classof Shares and of the Directors, and of committees of the Directors,
including the names of the Directors present at each meeting.

34

Delegation of Directors' Powers

34.1

The Directors may delegate any of their powers, authorities anddiscretions, including the power to sub-delegate, to any committee
consisting of one or more Directors (including, without limitation, theAudit Committee, the Remuneration Committee and the Nominating
Committee). Any such delegation may be made subject to any
conditions the Directors may impose and either collaterally with or to the
exclusion of their own powers and any such delegation may be revokedor altered by the Directors. Subject to any such conditions, theproceedings of a committee of Directors shall be governed by the
Articles regulating the proceedings of Directors, so far as they arecapable of applying.

34.2

The Directors may establish any committees, local boards or agencies
or appoint any person to be a manager or agent for managing the affairsof the Company and may appoint any person to be a member of suchcommittees, local boards or agencies. Any such appointment may bemade subject to any conditions the Directors may impose, and either
collaterally with or to the exclusion of their own powers and any suchappointment may be revoked or altered by the Directors. Subject to any
such conditions, the proceedings of any such committee, local board or
agency shall be governed by the Articles regulating the proceedings of
Directors, so far as they are capable of applying.

34.3

The Directors may adopt formal written charters for committees. Eachof these committees shall be empowered to do all things necessary to
exercise the rights of such committee set forth in the Articles and shallhave such powers as the Directors may delegate pursuant to the
Articles and as required by the rules and regulations of the Designated
Stock Exchange and/or any other competent regulatory authority orotherwise under Applicable Law. Each of the Audit Committee, theRemuneration Committee and the Nominating Committee, if
established, shall consist of such number of Directors as the Directors
shall from time to time determine (or such minimum number as may berequired from time to time by the rules and regulations of the Designated
Stock Exchange and/or any other competent regulatory authority orotherwise under Applicable Law). For so long as any class of Shares islisted on the Designated Stock Exchange, the Audit Committee, theRemuneration Committee and the Nominating Committee shall bemade up of such number of Independent Directors as is required fromtime to time by the rules and regulations of the Designated Stock
Exchange and/or any other competent regulatory authority or otherwise
under Applicable Law.
34.4

The Directors may by power of attorney or otherwise appoint any person
to be the agent of the Company on such conditions as the Directors may
determine, provided that the delegation is not to the exclusion of theirown powers and may be revoked by the Directors at any time.

34.5

The Directors may by power of attorney or otherwise appoint any
company, firm, person or body of persons, whether nominated directly
or indirectly by the Directors, to be the attorney or authorised signatoryof the Company for such purpose and with such powers, authorities anddiscretions (not exceeding those vested in or exercisable by the
Directors under the Articles) and for such period and subject to suchconditions as they may think fit, and any such powers of attorney orother appointment may contain such provisions for the protection andconvenience of persons dealing with any such attorneys or authorised
signatories as the Directors may think fit and may also authorise any
such attorney or authorised signatory to delegate all or any of thepowers, authorities and discretions vested in him.

34.6

The Directors may appoint such Officers as they consider necessary onsuch terms, at such remuneration and to perform such duties, andsubject to such provisions as to disqualification and removal as the
Directors may think fit. Unless otherwise specified in the terms of his
appointment an Officer may be removed by resolution of the Directors
or Members. An Officer may vacate his office at any time if he gives
notice in writing to the Company that he resigns his office.

35[Reserved]

36

Remuneration of Directors

36.1

The remuneration of the Directors shall from time to time be determinedby an Ordinary Resolution of the Company and shall not be increased
except pursuant to an Ordinary Resolution passed at a general meeting
where notice of the proposed increase shall have been given in thenotice convening the general meeting. The Directors shall also beentitled to be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of
Directors or committees of Directors, or general meetings of theCompany, or separate meetings of the holders of any class of Sharesor debentures of the Company, or otherwise in connection with thebusiness of the Company or the discharge of their duties as a Director,
or to receive a fixed allowance in respect thereof as may be determinedby the Directors, or a combination partly of one such method and partly
the other.

36.2

The Directors may by resolution approve additional remuneration to any
Director for any services which in the opinion of the Directors go beyond
his ordinary routine work as a Director. Any fees paid to a Director who
is also counsel, attorney or solicitor to the Company, or otherwise
serves it in a professional capacity shall be in addition to his
remuneration as a Director.

36.3

Notwithstanding Articles 36.1 and 36.2 above, all remuneration in thecase of a Director other than an Executive Director shall be payable bya fixed sum and shall not at any time be by commission on or
percentage of the profits or turnover, and no Director whether an
Executive Director or otherwise shall be remunerated by a commission
on or a percentage of turnover.

Provision 9(d)Provision 9(c)37Authentication

37.1

Any Director or a Company secretary or any person appointed by the
Directors for the purpose of authentication may authenticate any
documents affecting the Memorandum and Articles of the Company andany resolution passed by the Company or the Directors or any
committee, and any books, records, documents and financial
statements relating to the business of the Company, and to certify
copies thereof or extracts therefrom as true copies or extracts, and if
any books, records, documents or accounts financial statements areelsewhere than at the Registered Office or the head office the local
manager or other officer of the Company having the custody thereof
shall be deemed to be a person so appointed by the Directors.

37.2

A document purporting to be a copy of a resolution, or an extract fromthe minutes of a meeting, of the Company or of the Directors or any
committee which is so certified shall be conclusive evidence in favourof all persons dealing with the Company upon the faith thereof that such
resolution has been duly passed or, as the case may be, that suchminutes or extract is a true and accurate record of proceedings at a duly
constituted meeting.

37.3

Any authentication or certification made pursuant to this Article 37 may
be made by any electronic means approved by the Directors for such
purpose from time to time incorporating, if the Directors deem
necessary, the use of security and/or identification procedures anddevices approved by the Directors.

38

Seal

38.1

The Company may, if the Directors so determine, have a Seal. The Seal
shall only be used by the authority of the Directors or of a committee of
the Directors authorised by the Directors. Every instrument to which theSeal has been affixed shall be signed by at least one person who shallbe either a Director or some Officer or other person appointed by the
Directors for the purpose.

38.2

The Company may have for use in any place or places outside the
Cayman Islands a duplicate Seal or Seals each of which shall be a
facsimile of the common Seal of the Company and, if the Directors sodetermine, with the addition on its face of the name of every place where
it is to be used.
38.3

A Director or Officer, representative or attorney of the Company may
without further authority of the Directors affix the Seal over his signaturealone to any document of the Company required to be authenticated byhim under seal or to be filed with the Registrar of Companies in the
Cayman Islands or elsewhere wheresoever.

39

Dividends, Distributions and Reserve

39.1

Subject to the Statute and this Article and except as otherwise provided
by the rights attached to any Shares, the Directors may resolve to pay
Dividends and other distributions on Shares in issue and authorise
payment of the Dividends or other distributions out of the funds of theCompany lawfully available therefor. A Dividend shall be deemed to be
an interim Dividend unless the terms of the resolution pursuant to which
the Directors resolve to pay such Dividend specifically state that such
Dividend shall be a final Dividend. No Dividend or other distribution shallbe paid except out of the realised or unrealised profits of the Company,out of the share premium account or as otherwise permitted by law.

39.2

Except as otherwise provided by the rights attached to any Shares, all
Dividends and other distributions shall be paid according to the parvalue of the Shares that a Member holds. If any Share is issued onterms providing that it shall rank for Dividend as from a particular date,that Share shall rank for Dividend accordingly, provided that where such
Shares are partly paid, all Dividends or other profits or distributions must
be apportioned and paid proportionately to the amounts paid or credited
as paid on the partly paid Shares.

Provision 1(e)39.3

For the purposes of this Article 39, amounts paid or credited as paid on
a Share in advance of calls are to be ignored.

Provision 1(e)39.4

The Directors may deduct from any Dividend or other distribution
payable to any Member all sums of money (if any) then payable by him
to the Company on account of calls or otherwise.

39.5

The Directors may resolve that any Dividend or other distribution be
paid wholly or partly by the distribution of specific assets and inparticular (but without limitation) by the distribution of shares,debentures, or securities of any other company or in any one or moreof such ways and where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedientand in particular may issue fractional Shares and may fix the value for
distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any Members upon thebasis of the value so fixed in order to adjust the rights of all Members
and may vest any such specific assets in trustees in such manner as
may seem expedient to the Directors.
39.6

Except as otherwise provided by the rights attached to any Shares,
Dividends and other distributions may be paid in any currency. The
Directors may determine the basis of conversion for any currency
conversions that may be required and how any costs involved are to be
met.

39.7

The Directors may, before resolving to pay any Dividend or other
distribution, set aside such sums as they think proper as a reserve orreserves which shall, at the discretion of the Directors, be applicable forany purpose of the Company and pending such application may, at thediscretion of the Directors, be employed in the business of theCompany.

39.8

Any Dividend, other distribution, interest or other monies payable incash in respect of Shares may be paid by wire transfer to the holder orby cheque or warrant sent through the post directed to the registeredaddress of the holder or, in the case of joint holders, to the registeredaddress of the holder who is first named on the Register of Members or
to such person and to such address as such holder or joint holders may
in writing direct. Every such cheque or warrant shall be made payable
to the order of the person to whom it is sent. Any one of two or more
joint holders may give effectual receipts for any Dividends, other
distributions, bonuses, or other monies payable in respect of the Shareheld by them as joint holders.

39.9

No Dividend or other distribution shall bear interest against theCompany.

39.10 Any Dividend or other distribution which cannot be paid to a Member
and/or which remains unclaimed after six months from the date on
which such Dividend or other distribution becomes payable may, in thediscretion of the Directors, be paid into a separate account in the
Company's name, provided that the Company shall not be constituted
as a trustee in respect of that account and the Dividend or other
distribution shall remain as a debt due to the Member. Any Dividend orother distribution which remains unclaimed after a period of six years
from the date on which such Dividend or other distribution becomespayable shall be forfeited and shall revert to the Company.

40

Capitalisation
The Directors may at any time capitalise any sum standing to the creditof any of the Company's reserve accounts or funds (including the sharepremium account and capital redemption reserve fund) or any sum
standing to the credit of the profit and loss account or otherwise
available for distribution; appropriate such sum to Members in the
proportions in which such sum would have been divisible amongst such
Members had the same been a distribution of profits by way of Dividendor other distribution; and apply such sum on their behalf in paying up in
full unissued Shares for allotment and distribution credited as fully paidup to and amongst them in the proportion aforesaid. In such event the
Directors shall do all acts and things required to give effect to suchcapitalisation, with full power given to the Directors to make suchprovisions as they think fit in the case of Shares becoming distributablein fractions (including provisions whereby the benefit of fractional
entitlements accrue to the Company rather than to the Members
concerned). The Directors may authorise any person to enter on behalfof all of the Members interested into an agreement with the Company
providing for such capitalisation and matters incidental or relating
thereto and any agreement made under such authority shall be effective
and binding on all such Members and the Company.

41

Books of Account

41.1

The Directors shall cause proper books of account (including, whereapplicable, material underlying documentation including contracts andinvoices) to be kept with respect to all sums of money received andexpended by the Company and the matters in respect of which thereceipt or expenditure takes place, all sales and purchases of goods by
the Company and the assets and liabilities of the Company. Such booksof account must be retained for a minimum period of five years from thedate on which they are prepared. Proper books shall not be deemed to
be kept if there are not kept such books of account as are necessary togive a true and fair view of the state of the Company's affairs and to
explain its transactions.
41.2

The Directors shall determine whether and to what extent and at whattimes and places and under what conditions or regulations the accounts
and books of the Company or any of them shall be open to theinspection of Members not being Directors and no Member (not beinga Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by Statute or authorisedby the Directors or by the Company in general meeting.

41.3

The Directors may cause to be prepared and to be laid before theCompany in general meeting profit and loss accounts, balance sheets,
group accounts (if any) and such other reports and accounts as may berequired by law.

42

Audit

42.1

The Directors may appoint an Auditor of the Company who shall holdoffice on such terms as the Directors determine, subject to any
requirements as may be prescribed by the Designated Stock Exchange.

42.2

Without prejudice to the freedom of the Directors to establish any othercommittee, if the Shares (or depositary receipts therefor) are listed orquoted on the Designated Stock Exchange, and if required by the rules
and regulations of the Designated Stock Exchange and/or any othercompetent regulatory authority or otherwise under Applicable Law, theDirectors shall establish and maintain an Audit Committee as acommittee of the Directors and shall adopt a formal written Audit
Committee charter and review and assess the adequacy of the formal
written charter on an annual basis. The composition and responsibilitiesof the Audit Committee shall comply with the rules and regulations of
the Designated Stock Exchange and/or any other competent regulatory
authority or otherwise under Applicable Law.

42.3

If the Shares (or depositary receipts therefor) are listed or quoted on the
Designated Stock Exchange, the Company shall conduct anappropriate review of all related party transactions on an ongoing basis
and shall utilise the Audit Committee for the review and approval ofpotential conflicts of interest.

42.4

The remuneration of the Auditor shall be fixed by the Audit Committee(if one exists). If no Audit Committee exists, the remuneration of the
Auditor shall be determined by the Directors.

42.5

If the office of Auditor becomes vacant by resignation or death of the
Auditor, or by the Auditor becoming incapable of acting by reason ofillness or other disability at a time when such Auditor's services are
required, the Directors shall fill the vacancy and determine theremuneration of such Auditor.

42.6

Every Auditor of the Company shall have a right of access at all times
to the books and accounts and vouchers of the Company and shall beentitled to require from the Directors and Officers such information andexplanation as may be necessary for the performance of the duties of
the Auditor.

42.7

Auditors shall, if so required by the Directors, make a report on theaccounts of the Company during their tenure of office at the next annual
general meeting following their appointment in the case of a company
which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their
appointment in the case of a company which is registered with theRegistrar of Companies as an exempted company, and at any othertime during their term of office, upon request of the Directors or any
general meeting of the Members.

42.8

Any payment made to members of the Audit Committee (if one exists)shall require the review and approval of the Directors, with any Director
interested in such payment abstaining from such review and approval.

43

Notices

43.1

Notices shall be in writing and may be given by the Company to any
Member either personally or by sending it by courier, post, cable, telex,
fax or e-mail to him, her or it or to such Member's address as shown in
the Register of Members or at any other address supplied by such
Member to the Company. Notice may also be served in accordance withthe rules and regulations of the Designated Stock Exchange and/or any
other competent regulatory authority or by placing it on the Company’s
Website.

43.2

Without prejudice to the provisions of Article 43.1, but subject otherwise
to the Applicable Law and the rules and regulations of the Designated
Stock Exchange relating to Electronic Communication, any notice or
document (including, without limitation, any financial statements,
balance sheet or report) which is required or permitted to be given, sent
or served under the Applicable Law, the rules or regulations of the
Designated Stock Exchange or under these Articles by the Company orby the Directors, to a Member may be given, sent or served using
Electronic Communication:(a)to the current address of that person; and/or(b)

by making it available on the Company’s Website, in
accordance with the provisions of these Articles, the Applicable
Law and the rules and regulations of the Designated Stock
Exchange.

43.3

When the Company uses Electronic Communication to send a notice or
document to a Member, the Company shall inform the Member as soon
as practicable of how to request a physical copy of that notice or
document from the Company. The Company shall provide a physicalcopy of that notice or document upon such request.

43.4

For the purposes of Article 43.2 above, a Member shall be implied tohave agreed to receive such notice or document by way of such
Electronic Communication and shall not have a right to elect to receive
a physical copy of such notice or document.

43.5

Notwithstanding Article 43.4 above, the Directors may, at theirdiscretion, at any time give a Member an opportunity to elect within a
specified period of time whether to receive such notice or document by
way of Electronic Communication or as a physical copy, and a Member
shall be deemed to have consented to receive such notice or document
by way of Electronic Communication if such Member was provided withsuch an opportunity and such Member failed to make an election within
the specified time, and such Member shall not in such an event have aright to receive a physical copy of such notice or document.

43.6

Subject to the rules and regulations of the Designated Stock Exchange,
where a notice or document is served to a Member by making it
available on the Company’s website pursuant to Article 43.2(b) above,the Company shall give separate notice to the Member of the
publication of the notice or document on that website and the mannerin which the notice or document may be accessed by any one or moreof the following means:

43.7

(a)

by sending such separate notice to the Member personally or
through the post or by fax pursuant to Article 43.1;(b)by sending such separate notice to the Member using Electronic
Communication to his current address pursuant to Article
43.2(a);(c)

by way of advertisement in a daily newspaper; and/or(d)by way of announcement on the Designated Stock Exchange.

Where a notice is sent by:(a)courier; service of the notice shall be deemed to be effected bydelivery of the notice to a courier company, and shall bedeemed to have been received on the third day (not including
Saturdays or Sundays or public holidays) following the day on
which the notice was delivered to the courier;(b)post; service of the notice shall be deemed to be effected byproperly addressing, pre paying and posting a letter containing
the notice, and shall be deemed to have been received on thefifth day (not including Saturdays or Sundays or public holidays
in the Cayman Islands) following the day on which the notice
was posted;(c)cable, telex or fax; service of the notice shall be deemed to beeffected by properly addressing and sending such notice andshall be deemed to have been received on the same day that it
was transmitted;(d)e-mail or other Electronic Communication; service of the notice
shall be deemed to be effected by:(i)transmitting
thee-mailor
otherElectronic
Communication to the current address of the intended
recipient pursuant to Article 43.2(a) and the notice shallbe deemed to have been received at the time of

transmission of the Electronic Communication by theemail server or facility operated by the Company or its
service provider to the current address of such person(notwithstanding any delayed receipt, non-delivery or“returned mail” reply message or any other error
message indicating that the e-mail or other Electronic
Communication was delayed or not successfully sent),
unless otherwise provided under the Applicable Law
and/or the rules or regulations of the Designated Stock
Exchange, and it shall not be necessary for the receiptof the e-mail or other Electronic Communication to beacknowledged by the recipient; and(ii)making it available on the Company’s Website pursuant
to Article 43.2(b) and the notice shall be deemed to havebeen duly given, sent or served on the date on which
the notice or document is first made available on the
Company’s website, unless otherwise provided underthe Applicable Law and/or the rules or regulations of the
Designated Stock Exchange.

43.8

Any notice or other document delivered or sent by post to, or left at theaddress of, any Member or given, sent or served by Electronic
Communication in accordance with these Articles shall, notwithstandingthat such Member is then dead, suffering from mental disorder orbankrupt or that any other event has occurred, and whether or not theCompany has notice of the death, mental disorder or bankruptcy orother event, be deemed to have been duly served or delivered in
respect of any Share registered in the name of such Member as sole orjoint holder unless such Member's name shall, at the time of the service
or delivery of the notice or document, have been removed from theRegister of Members as the holder of the share, and such service ordelivery shall for all purposes be deemed a sufficient service or deliveryof such notice or document on all persons interested (whether jointlywith or as claiming through or under such Member) in the share.

43.9

A notice may be given by the Company to the person or persons which
the Company has been advised are entitled to a share or shares inconsequence of the death, mental disorder, or bankruptcy or otherwiseof a Member in the same manner as other notices which are required
to be given under the Articles and shall be addressed to them by name,or by the title of representatives of the deceased, or trustee of thebankrupt, or by any like description. Upon supplying to the Company anaddress within Singapore for the service of notices, such person or
persons shall be entitled to have served upon such person or persons
at such address any notice or document to which the Member would but
for such Member's death, mental disorder, bankruptcy or otherwise beentitled and such service shall for all purposes be deemed a sufficient
service of such notice or document on all persons interested (whether
jointly with or as claiming through or under him) in the share.
43.10 Notice of every general meeting shall be given in any mannerauthorised by the Articles to every holder of Shares carrying an
entitlement to receive such notice on the record date for such meeting
except that in the case of joint holders the notice shall be sufficient if
given to the joint holder first named in the Register of Members andevery person upon whom the ownership of a Share devolves by reasonof his being a legal personal representative or a trustee in bankruptcy
of a Member where the Member but for such Member's death or
bankruptcy would be entitled to receive notice of the meeting, and noother person shall be entitled to receive notices of general meetings.

44

Winding Up

44.1

If the Company shall be voluntarily wound up, the application to wind up
the Company shall, subject to Applicable Law, be made in Singapore
pursuant to the provisions of the Insolvency, Restructuring andDissolution Act 2018, No. 40 of 2018, of Singapore. If the Company
shall be involuntarily wound up, the administration of the winding-up
process shall be by the Cayman Islands court in accordance with the
Statute.

44.2

If the Company shall be wound up, the liquidator shall, subject always
to Applicable Law, apply the assets of the Company in satisfaction of
creditors' claims in such manner and order as such liquidator thinks fit.
Subject to the rights attaching to any Shares, in a winding up:(a)if the assets available for distribution amongst the Members
shall be insufficient to repay the whole of the Company's issued
share capital, such assets shall be distributed so that, as nearly
as may be, the losses shall be borne by the Members inproportion to the par value of the Shares held by them; or(b)

if the assets available for distribution amongst the Members
shall be more than sufficient to repay the whole of theCompany's issued share capital at the commencement of theProvision 11

Provision 11winding up, the surplus shall be distributed amongst theMembers in proportion to the par value of the Shares held bythem at the commencement of the winding up subject to a
deduction from those Shares in respect of which there aremonies due, of all monies payable to the Company for unpaid
calls or otherwise.
44.3

If the Company shall be wound up (whether the liquidation is voluntary,
under supervision, or by the court) the liquidator may, subject to therights attaching to any Shares and Applicable Law, and with theapproval of a Special Resolution of the Company and any otherapproval required by the Statute, divide amongst the Members in kind
the whole or any part of the assets of the Company (whether such
assets shall consist of property of the same kind or not) and may forthat purpose set such value as such liquidator deems fair upon any
assets and may determine how the division shall be carried out as
between the Members or different classes of Members. The liquidator
may, with the like approval, vest the whole or any part of such assets intrustees upon such trusts for the benefit of the Members as theliquidator, with the like approval, shall think fit, but so that no Member
shall be compelled to accept any asset upon which there is a liability.

45

Indemnity and Insurance

45.1

Subject to the rules and regulations of the Designated Stock Exchange
and/or any other competent regulatory authority or otherwise under
Applicable Law, every Director and Officer (which for the avoidance of
doubt, shall not include auditors of the Company), together with every
former Director and former Officer (each an "Indemnified Person")shall be indemnified out of the assets of the Company against any
liability, action, proceeding, claim, demand, costs, damages or
expenses, including legal expenses, whatsoever which they or any ofthem may incur as a result of any act or failure to act in carrying out theirfunctions other than such liability (if any) that they may incur by reasonof their own negligence, actual fraud, wilful default, breach of duty or
breach of trust. No Indemnified Person shall be liable to the Company
for any loss or damage incurred by the Company as a result (whether
direct or indirect) of the carrying out of their functions unless that liability
arises through the actual fraud or wilful default of such Indemnified
Person. No person shall be found to have committed negligence, actual
fraud, wilful default, breach of duty or breach of trust under this Article

Provision 11

unless or until a court of competent jurisdiction shall have made afinding to that effect.
45.2

The Company shall advance to each Indemnified Person reasonable
attorneys' fees and other costs and expenses incurred in connection
with the defence of any action, suit, proceeding or investigation
involving such Indemnified Person for which indemnity will or could besought. In connection with any advance of any expenses hereunder, theIndemnified Person shall execute an undertaking to repay the advanced
amount to the Company if it shall be determined by final judgment orother final adjudication that such Indemnified Person was not entitled toindemnification pursuant to this Article. If it shall be determined by afinal judgment or other final adjudication that such Indemnified Person
was not entitled to indemnification with respect to such judgment, costs
or expenses, then such party shall not be indemnified with respect tosuch judgment, costs or expenses and any advancement shall be
returned to the Company (without interest) by the Indemnified Person.

45.3

The Directors, on behalf of the Company, may purchase and maintaininsurance for the benefit of any Director or Officer against any liability
which, by virtue of any rule of law, would otherwise attach to such
person in respect of any negligence, default, breach of duty or breachof trust of which such person may be guilty in relation to the Company.

46

Financial Year and Financial Statements
Unless the Directors otherwise prescribe, the financial year of theCompany shall end on 31st December in each year and, following theyear of incorporation, shall begin on 1st January in each year.

47

Transfer by Way of Continuation
If the Company is exempted as defined in the Statute, it shall, subject
to the provisions of the Statute and with the approval of a Special
Resolution, have the power to register by way of continuation as a body
corporate under the laws of any jurisdiction outside the Cayman Islands
and to be deregistered in the Cayman Islands.

48

Mergers and Consolidations
The Company shall have the power to merge or consolidate with one ormore other constituent companies (as defined in the Statute) upon suchterms as the Directors may determine and (to the extent required by the
Statute) with the approval of a Special Resolution.