Exhibit 4(vi)


 


DESCRIPTION OF OUR SECURITIES


 


We are a British Virgin Islands company with limited
liability and our affairs are governed by our amended and restated memorandum and articles of association, as amended and restated from
time to time, and the BVI Business Companies Act of 2004, as amended, which is referred to as the BVI Act below and the common law of
the British Virgin Islands.


 


We are authorized to issue up to 100,000,000,000
shares with a par value of $0.001 each divided into Ordinary Shares and Class A preferred shares. The following are summaries of material
provisions of our current amended and restated memorandum and articles of association which are currently effective and the BVI Act insofar
as they relate to the material terms of our Ordinary Shares. You should read the forms of our current memorandum and articles of association
and in their entirety because they describe your rights as a holder of shares of our Ordinary Shares.


 


Ordinary Shares


 


General


 


All of our issued Ordinary Shares are fully paid
and non-assessable. Certificates evidencing the Ordinary Shares are issued in registered form. There are no limitations imposed by our
memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our
Ordinary Shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold
above which shareholder ownership must be disclosed.


 


Under the BVI Act, the Ordinary Shares are deemed
to be issued when the name of the shareholder is entered in our register of members. If  (a) information that is required to be
entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable
delay in entering information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy
or delay, may apply to the British Virgin Islands Courts for an order that the register be rectified, and the court may either refuse
the application or order the rectification of the register, and may direct the company to pay all costs of the application and any damages
the applicant may have sustained.


 


Distributions


 


Shareholders holding our Ordinary Shares are entitled
to receive such dividends as may be declared by our board of directors subject to the BVI Act and the memorandum and articles of association.


 


Voting rights


 


Any action required or permitted to be taken by
the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a
resolution of members in writing, each in accordance with the memorandum and articles of association. At each meeting of shareholders,
each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative)
will have one vote for each share that such shareholder holds.


 






     


     


    

 


Election of directors


 


BVI law permits cumulative voting for the election
of directors only if expressly authorized in the memorandum and articles of association. There is nothing under BVI law which specifically
prohibits or restricts the creation of cumulative voting rights for the election of our directors. Our memorandum and articles of association
do not provide for cumulative voting for elections of directors.


 


Meetings


 


Under our memorandum and articles of association,
a copy of the notice of any meeting of shareholders shall be given not less than seven (7) days before the date of the proposed meeting
to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the
meeting. Our board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of
our outstanding voting shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of
shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting
have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at
the meeting have waived notice and presence at the meeting shall be deemed to constitute waiver for this purpose.


 


At any meeting of shareholders, a quorum will
be present if there are shareholders present in person or by proxy representing not less than one-third of the issued shares entitled
to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no
quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders.
In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of
the votes of the Ordinary Shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within
one (1) hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business
may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of
our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then
the members present shall choose a shareholder to act to chair the meeting of the shareholders. If the shareholders are unable to choose
a chairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy shall preside
as chairman, failing which the oldest individual member or member representative shall take the chair.


 


A corporation that is a shareholder shall be deemed
for the purpose of our memorandum and articles of association to be present in person if represented by its duly authorized representative.
This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were our individual shareholder.


 


Protection of minority shareholders


 


British Virgin Islands law permits a minority
shareholder to commence a derivative action in our name, or an unfair prejudice claim, or seek a restraining or compliance order, as appropriate,
to challenge, for example (1) an act which is ultra vires or illegal, (2) an act which is likely to be oppressive, unfairly discriminatory
or unfairly prejudicial to a shareholder, (3) an act which constitutes an infringement of individual rights of shareholders, such as the
right to vote, (4) conduct of the company or a director which contravenes the BVI Act or our memorandum and articles of association or
(5) an irregularity in the passing of a resolution which requires a majority of the shareholders.


 






    2


     


    

 


Pre-emptive rights


 


Our memorandum and articles of association disapply
the pre-emptive rights provisions of the BVI Act and do not provide for any other pre-emptive rights. Accordingly, there are no pre-emptive
rights applicable to the issue by us of new shares.


 


Transfer of shares


 


Subject to the restrictions in our memorandum
and articles of association, and applicable securities laws, any of our shareholders may transfer all or any of his or her shares by an
instrument of transfer in the usual or common form, in the case of listed shares, in any manner permitted by and in accordance with the
rules of the relevant exchange, or in any other form which our directors may approve.


 


Liquidation


 


As permitted by the BVI Act and our memorandum
and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution
of shareholders if our assets exceed our liabilities and we are able to pay our debts as they fall due. We also may be wound up in circumstances
where we are insolvent in accordance with the terms of the BVI Insolvency Act, 2003 (as amended).


 


If we are wound up and the assets available for
distribution among our shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately
prior to the winding up, the excess shall be distributable pari passu among the shareholders. If we are wound up and the assets available
for distribution among the shareholders as such are insufficient to repay the whole of the amounts paid to us on account of the issue
of shares, those assets shall be distributed in proportion to the amounts paid up immediately prior to the winding up on the shares held
by them, respectively. If we are wound up, the liquidator appointed by us may, in accordance with the BVI Act, divide among our shareholders
in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such
purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried
out as between the shareholders or different classes of shareholders.


 


Calls on Ordinary Shares and forfeiture
of Ordinary Shares


 


Our board of directors may, on the terms established
at the time of the issuance of such Ordinary Shares or as otherwise agreed, make calls upon shareholders for any amounts unpaid on their
Ordinary Shares in a notice served to such shareholders at least fourteen (14) days prior to the specified time of payment. The Ordinary
Shares that have been called upon and remain unpaid are subject to forfeiture.


 


Redemption of shares


 


Subject to the provisions of the BVI Act, we may
issue Ordinary Shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such
manner as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed from time
to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities may be listed.


 


Modifications of class rights


 


If at any time, we are authorized to issue more
than one (1) class of Ordinary Shares, all or any of the rights attached to any class of Ordinary Shares may be amended only with the
consent in writing of or by a resolution passed at a meeting of not less than fifty percent (50%) of the shares of the class to be affected.


 






    3


     


    

 


Changes in the number of Ordinary Shares
we are authorized to issue and those in issue


 


We may from time to time by resolution of our
board of directors, subject to our memorandum and articles of association:


 


		●	amend our memorandum and articles of association to increase
or decrease the maximum number of Ordinary Shares we are authorized to issue;



 


		●	divide our authorized and issued Ordinary Shares into a larger
number of shares;



 


		●	combine our authorized and issued Ordinary Shares into a
smaller number of shares; and



 


		●	create new classes of shares with preferences to be determined
by resolution of the board of directors to amend the memorandum and articles of association to create new classes of shares with such
preferences at the time of authorization.



 


Inspection of books and records


 


Under the BVI Act, members of the general public,
on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate
Affairs which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments)
and records of license fees paid to date and will also disclose any liquidation plan, articles of merger or consolidation and any particulars
of charges if either the company or chargee have elected to file particulars of such charges.


 


A member of the company is also entitled, upon
giving written notice to us, to inspect (i) our memorandum and articles of association, (ii) the register of members, (iii) the register
of directors, and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member,
and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they
are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document
specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including
limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit a member to inspect a document
or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be
permitted to inspect the document or to inspect the document without limitation.


 


Rights of non-resident or foreign shareholders


 


There are no limitations imposed by our memorandum
and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In
addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder
ownership must be disclosed.


 


Issuance of additional shares


 


Our memorandum and articles of association authorizes
our board of directors to issue additional shares from authorized but unissued shares, to the extent available, from time to time as our
board of directors shall determine.


 


Preferred Shares


 


Our memorandum and articles of association authorizes
the creation and issuance without shareholder approval preferred shares up to the maximum number of authorized but unissued shares, divided
into a single class, Class A preferred shares, with such designation, rights and preferences as may be determined by a resolution of our
board of directors to amend the memorandum and articles of association to create such designations, rights and preferences. Under BVI
law, all shares of a single class must be issued with the same rights and obligations. No preferred shares are currently issued or outstanding.
Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation,
redemption, voting or other rights, which could adversely affect the voting power or other rights of the holders of Ordinary Shares. The
preferred shares could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently
intend to issue any preferred shares, we may do so in the future.


 


The rights of preferred shareholders, once the
preferred shares are in issue, may only be amended by a resolution to amend our memorandum and articles of association provided such amendment
is also approved by a separate resolution of a majority of the votes of preferred shareholders who being so entitled attend and vote at
the class meeting of the relevant preferred class. If our preferred shareholders want us to hold a meeting of preferred shareholders (or
of a class of preferred shareholders), they may requisition the directors to hold one upon the written request of preferred shareholders
entitled to exercise at least thirty percent (30%) of the voting rights in respect of the matter (or class) for which the meeting is requested.
Under British Virgin Islands law, we may not increase the required percentage to call a meeting above thirty percent (30%).’


 


 


4