EX-4.1



 Exhibit 4.1 

THE COMPANIES LAW (2013 REVISION) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES 

TENTH AMENDED AND RESTATED 

MEMORANDUM AND ARTICLES OF ASSOCIATION 

OF 
 ZHAOPIN LIMITED

 (adopted by a Special Resolution passed on May 22, 2014 and effective immediately prior to the completion of the initial public
offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) 







 THE COMPANIES LAW (2013 REVISION) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES 

TENTH AMENDED AND RESTATED 

MEMORANDUM OF ASSOCIATION 

OF 
 ZHAOPIN LIMITED

 (adopted by a Special Resolution passed on May 22, 2014 and effective immediately prior to the completion of the initial public
offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) 
  

	1.	The name of the Company is Zhaopin Limited. 

  

	2.	The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman
Islands as the Directors may from time to time determine. 

  

	3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or any other law of the Cayman Islands.


  

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


 

	5.	The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section
shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.


  

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

  

	7.	The authorised share capital of the Company is US$20,000,000 divided into 2,000,000,000 shares comprising of (i) 1,000,000,000 Class A Ordinary Shares of a par value of US$0.01 each, (ii) 100,000,000
Class B Ordinary Shares of a par value of US$0.01 each, and (iii) 900,000,000 shares of a par value of US$0.01 each of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles of
Association of the Company. 









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

  

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








 TABLE OF CONTENTS 

 

					
	CLAUSE	  	PAGE	 
		
	 TABLE A
	  	 	2	  
	 INTERPRETATION
	  	 	2	  
	 PRELIMINARY
	  	 	8	  
	 SHARES
	  	 	8	  
	 CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
	  	 	9	  
	 MODIFICATION OF RIGHTS
	  	 	10	  
	 CERTIFICATES
	  	 	11	  
	 FRACTIONAL SHARES
	  	 	12	  
	 LIEN
	  	 	12	  
	 CALLS ON SHARES
	  	 	13	  
	 FORFEITURE OF SHARES
	  	 	13	  
	 TRANSFER OF SHARES
	  	 	14	  
	 TRANSMISSION OF SHARES
	  	 	15	  
	 ALTERATION OF SHARE CAPITAL
	  	 	16	  
	 REDEMPTION, PURCHASE AND SURRENDER OF SHARES
	  	 	17	  
	 TREASURY SHARES
	  	 	17	  
	 GENERAL MEETINGS
	  	 	17	  
	 NOTICE OF GENERAL MEETINGS
	  	 	18	  
	 PROCEEDINGS AT GENERAL MEETINGS
	  	 	19	  
	 VOTES OF SHAREHOLDERS
	  	 	20	  
	 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
	  	 	21	  
	 DEPOSITARY AND CLEARING HOUSES
	  	 	21	  
	 DIRECTORS
	  	 	22	  
	 ALTERNATE DIRECTOR OR PROXY
	  	 	23	  
	 POWERS AND DUTIES OF DIRECTORS
	  	 	24	  
	 BORROWING POWERS OF DIRECTORS
	  	 	25	  
	 THE SEAL
	  	 	25	  
	 DISQUALIFICATION OF DIRECTORS
	  	 	26	  
	 PROCEEDINGS OF DIRECTORS
	  	 	26	  
	 PRESUMPTION OF ASSENT
	  	 	28	  
	 DIVIDENDS
	  	 	29	  
	 ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
	  	 	30	  
	 CAPITALISATION OF RESERVES
	  	 	31	  
	 SHARE PREMIUM ACCOUNT
	  	 	32	  


  
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	 NOTICES
	  	 	32	  
	 INDEMNITY
	  	 	33	  
	 NON-RECOGNITION OF TRUSTS
	  	 	34	  
	 WINDING UP
	  	 	34	  
	 AMENDMENT OF ARTICLES OF ASSOCIATION
	  	 	35	  
	 CLOSING OF REGISTER OR FIXING RECORD DATE
	  	 	35	  
	 REGISTRATION BY WAY OF CONTINUATION
	  	 	36	  
	 DISCLOSURE
	  	 	36	  


  
 ii 








 THE COMPANIES LAW (2013 REVISION) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES 

TENTH AMENDED AND RESTATED 

ARTICLES OF ASSOCIATION 

OF 
 ZHAOPIN LIMITED

 (adopted by a Special Resolution passed on             , 2014 and
effective immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) 

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

INTERPRETATION 
  

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


 

			
	“ADS”	  	means an American Depositary Share representing Class A Ordinary Shares;
		
	“Affiliate”	  	means in respect of a Person, any other Person that, directly or indirectly, through (1) one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person,
shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, a trust for the benefit of any of the foregoing, a company, partnership or any natural person
or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, or the
partnership or other entity (other than, in the case of corporation, shares having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors
or equivalent decision-making body of such corporation, partnership or other entity;


  
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	“Articles”	  	means these articles of association of the Company, as amended or substituted from time to time;
		
	“Board” and
 “Board of Directors”

and “Directors”
	  	means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;
		
	“Chairman”	  	means the chairman of the Board of Directors;
		
	“Class” or “Classes”	  	means any class or classes of Shares as may from time to time be issued by the Company;
		
	“Class A Ordinary
Share”	  	means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;
		
	“Class B Ordinary
Share”	  	means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
		
	“Commission”	  	means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
		
	“Company”	  	means Zhaopin Limited, a Cayman Islands exempted company;
		
	“Companies Law”	  	means the Companies Law (2013 revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;


  
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	“Company’s Website”	  	means the website of the Company, the address or domain name of which has been notified to Shareholders;
		
	“Competitor”	  	means any entity conducting a business directly or through one or more of its Affiliates, which business is in competition with any business conducted by the Company or any of the Company’s Affiliates.
		
	“Designated Stock
 Exchange”
	  	means the stock exchange in the United States on which the Company’s ADSs are listed for trading;
		
	“Designated Stock
 Exchange Rules”
	  	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any shares or ADSs on the Designated Stock Exchange;
		
	“electronic”	  	has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
		
	“electronic
communication”	  	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the
Board;
		
	“Electronic
Transactions Law”	  	means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof;
		
	“IPO”	  	means the initial public offering of the Company’s American Depositary Shares representing its Class A Shares;
		
	“Law”	  	means the Companies Law and every other law and regulation of the Cayman Islands for the time being in force concerning companies and affecting the Company;
		
	“Memorandum of
Association”	  	means the memorandum of association of the Company, as amended or substituted from time to time;
		
	“Month”	  	means calendar month;


  
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	“Ordinary Resolution”	  	 means a resolution:
  

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

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

		
	“Ordinary Shares”	  	means a Class A Ordinary Share or a Class B Ordinary Share;
		
	“paid up”	  	means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
		
	“Person”	  	means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;
		
	“Register”	  	means the register of Members of the Company maintained in accordance with the Companies Law;
		
	“Registered Office”	  	means the registered office of the Company as required by the Companies Law;
		
	“Seal”	  	means the common seal of the Company (if adopted) including any facsimile thereof;
		
	“Secretary”	  	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
		
	“Securities Act”	  	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;
		
	“SEEK Affiliate”	  	means any affiliate of SEEK International Investments Pty Ltd. and/or any other entities that directly or indirectly control, are controlled by, or under common control with SEEK International Investments Pty Ltd., excluding (a) the
Company, (b) any subsidiary of the Company or (c) any variable interest entity controlled by the Company.


  
 5 









			
	“SEEK Designated
Director”	  	means (i) a Director who has been designated by the Board as a “SEEK Designated Director” as at the effective time of these Articles, and (ii) any person designated by the SEEK Shareholder(s) as a Director after the
completion of the IPO pursuant to Article 87(f) and appointed as a Director with the assent of the SEEK Shareholder(s) or the assent of the Directors.
		
	“SEEK
Shareholder”	  	means each of (a) SEEK International Investments Pty Ltd., so long as it is a Member and (b) any SEEK Affiliate that is a Member from time to time, during such time when it is a Member.
		
	“Share”	  	means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression
“Share” shall include a fraction of a Share;
		
	“Shareholder” or
“Member”	  	means a Person who is registered as the holder of Shares in the Register;
		
	“Share Premium
Account”	  	means the share premium account established in accordance with these Articles and the Companies Law;
		
	“signed”	  	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with
the intent to sign the electronic communication;
		
	“Special Resolution”	  	 means a special resolution of the Company passed in accordance with the Law, being a resolution:

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

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



  
 6 









			
	“Treasury Share”	  	means a Share held in the name of the Company as a treasury share in accordance with the Companies Law;
		
	“United States”	  	means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
		
	“year”	  	means calendar year.

  

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

  

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

  

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

  

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

  

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

  


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

  

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


  

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

  

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

  

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


  
 7 








 PRELIMINARY 
  

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

  

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

  

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

  

	7.	The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered
Office. 

 SHARES 
  

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


  

	 	(a)	issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and
being subject to such restrictions as they may from time to time determine; 

  

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

  

	 	(c)	grant options with respect to Shares and issue warrants or similar instruments with respect thereto, and for such purposes, the Directors shall not allot or issue Shares such that the number of authorised but unissued
Shares would at any time be insufficient to permit the exercise of such options, warrants or similar instruments; 

  

	 	(d)	provide, out of the unissued shares, for series of preference shares in their absolute discretion and without approval of the Members; provided, however, before any preference shares of any such series are issued, the
Directors shall fix, by resolution or resolutions, the following provisions of the preference shares thereof: 

  

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


  
 8 









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


 

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

  

	 	(iv)	whether the preference shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption. 


The Company shall not issue Shares to bearer. 
  

	9.	The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the
relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a
Special Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. 


 

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


 

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


CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES 
  

	12.	 Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a
vote by the Members. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall be entitled to four (4) votes on all matters
subject to vote at general meetings of the Company. 



  
 9 









	13.	Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof, and all Class B Ordinary Shares are subject to the Company’s right to redeem
or repurchase the Class B Ordinary Shares for the purposes of effecting such conversion. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to
convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. 


 

	14.	Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation, redemption or repurchase by the Company of each relevant Class B
Ordinary Share and in consideration for such redemption or repurchase, the issue of a Class A Ordinary Share, or by any other method permitted by Law. Such conversion shall become effective forthwith upon entries being made in the Register of
Members to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares. 

  

	15.	Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder of the Company (a) to any person who is not an Affiliate of such Shareholder, or (b) directly or indirectly, to
any Person who is a Competitor, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share in the manner set out in these Articles. For the avoidance of doubt, (i) a sale, transfer,
assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right
of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third
party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary
Shares in the manner set out in these Articles. 

  

	16.	Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the Class A Ordinary shares and the Class B Ordinary shares shall rank pari passu and shall have the same
rights, preferences, privileges and restrictions. 

 MODIFICATION OF RIGHTS 

 

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



  
 10 









	18.	The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed
to be materially adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them, the creation, allotment or issuance of further Shares (whether ranking in priority to,
pari passu or subsequent to them) pursuant to Article 8(d) or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or
issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights. 


CERTIFICATES 
  

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

  

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

  

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


  
 11 









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

  

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


FRACTIONAL SHARES 
  

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


LIEN 
  

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

  

	26.	The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is
presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the
time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy. 

  

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


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


CALLS ON SHARES 
  

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

  

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

  

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


 

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

  

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


  

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

 FORFEITURE OF SHARES 

 

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


  
 13 









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

  

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

  

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

  

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


 

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

  

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

  

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

 TRANSFER OF SHARES 

 

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



  
 14 









					
	 44.      
	 	(a)	    	The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.
			
		 	(b)	    	The Directors may also decline to register any transfer of any Share unless:

  

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

  

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

  

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

  

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


 

	 	v.	the Shares transferred are free of any lien in favour of the Company; and 

  

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


  

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

  

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

 TRANSMISSION OF SHARES

  

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


  
 15 









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

  

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


REGISTRATION OF EMPOWERING INSTRUMENTS 
  

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

 ALTERATION OF SHARE CAPITAL 

 

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


 

	52.	The Company may by Ordinary Resolution: 

  

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

  

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

  

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

  

	 	(d)	cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.



  
 16 









	53.	The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law. 


REDEMPTION, PURCHASE AND SURRENDER OF SHARES 
  

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

  

	 	(a)	issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined,
before the issue of such Shares, by either the Board or by the Shareholders by Ordinary Resolution; 

  

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

  

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


 

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


 

	56.	The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or
consideration in respect thereof. 

  

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


TREASURY SHARES 
  

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


 

	59.	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). 


GENERAL MEETINGS 
  

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

  

					
	 61.      
	 	(a)	  	The Company may in each year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined
by the Directors.
			
		 	(b)	  	At these meetings the report of the Directors (if any) shall be presented.


  
 17 









					
	 62.      
	 	(a)	    	The Chairman or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.
			
		 	(b)	    	A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition in aggregate not less than one third (1/3) of the aggregate number of votes attaching to all issued and outstanding
Shares of the Company as at that date of the deposit carries the right of voting at general meetings of the Company.
			
		 	(c)	    	The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more
requisitionists.
			
		 	(d)	    	If the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of
them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one
calendar days.
			
		 	(e)	    	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

 NOTICE OF GENERAL MEETINGS 
  

	63.	At least fourteen (14) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given
and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a
general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if
it is so agreed: 

  

	 	(a)	in the case of an annual general meeting by all the Shareholders (or their proxies) entitled to attend and vote thereat; and 

  

	 	(b)	in the case of an extraordinary general meeting by a majority in number of the Shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety
five per cent in par value of the Shares giving that right. 

  

	64.	The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting. 


  
 18 








 PROCEEDINGS AT GENERAL MEETINGS 

 

	65.	No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more
holders of Shares together holding (or representing by proxy) not less than an aggregate of one-third of the total voting power of all Shares in issue and entitled to vote present in person or by proxy or, if a corporation or other non-natural
person, by its duly authorised representative, shall be a quorum for all purposes. 

  

	66.	If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved. 

  

	67.	If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar
communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. 


 

	68.	The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company. 

  

	69.	If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, any Director or Person nominated
by the Directors shall preside as chairman of that meeting, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting. 


 

	70.	The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 


 

	71.	The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason
or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. 

  


	72.	At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. 

  

	73.	A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. 


  
 19 









	74.	All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, the chairman of the
meeting shall be entitled to a second or casting vote. 

  

	75.	A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting
directs. 

 VOTES OF SHAREHOLDERS 
  

	76.	Subject to any rights and restrictions for the time being attached to any Share, at a general meeting of the Company, every Shareholder present in person and every Person representing a Shareholder by proxy shall have
one vote for each Class A Ordinary Share and four (4) votes for each Class B Ordinary Share of which he or the Person represented by proxy is the holder. 


 

	77.	In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the Register. 

  

	78.	A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, by his committee, or other
Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy. 

  

	79.	No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.


  

	80.	Votes may be given either personally or by proxy. 

  

	81.	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an
officer or attorney duly authorised. A proxy need not be a Shareholder. 

  

	82.	An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. 

  

	83.	The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the
Company: 

  

	 	(a)	not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or 


  
 20 









	 	(b)	in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or


  

	 	(c)	where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;


 provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company,
direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the registered office or at such other place as is specified for that purpose in the notice convening the
meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the
manner permitted shall be invalid. 
  

	84.	A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorised
representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. 


CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 
  

	85.	Any corporation which is a Shareholder or a Director may 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
meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it
were an individual Shareholder or Director. 

 DEPOSITARY AND CLEARING HOUSES 

 

	86.	If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such
Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders of the Company provided that, if more than one Person is so authorised, the authorisation shall specify the number and
Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its
nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation.



  
 21 








 DIRECTORS 
  

					
	 87.      
	 	(a)	    	Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, and there shall be no maximum number of Directors.
			
		 	(b)	    	The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then
in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the
attending Directors may choose one of their number to be the chairman of the meeting.
			
		 	(c)	    	Subject to Article 87(f) below, the Company may by Ordinary Resolution appoint any person to be a Director.
			
		 	(d)	    	Subject to Article 87(f) below, the Board may appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the existing Board.
			
		 	(e)	    	An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any
specified period; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.
			
		 	(f)	    	Until such time as the SEEK Shareholder(s) in the aggregate possess less than fifty percent (50%) of the total voting power of the issued and outstanding voting Shares of the Company (including by holding the power to vote or
to direct the vote, directly or indirectly, through any proxy, contract, understanding, arrangement or otherwise), for a period of 180 consecutive days (a “Permanent Ownership Adjustment”), the SEEK Shareholder(s), acting singly or
jointly (as the case may be), shall be entitled to appoint or remove any number of Directors (including, in relation to such removals, Directors other than SEEK Designated Directors) so that SEEK Designated Directors constitute a majority of the
Board of Directors, by depositing a written notification of appointment or removal at the Registered Office (notwithstanding, in relation to such removals, anything in these Articles or in any agreement between the Company and such
Director).

  

	88.	In addition to removal from office by the SEEK Shareholder(s) pursuant to Article 87(f), any Director may be removed from office by Ordinary Resolution of the Company notwithstanding anything in these Articles or in any
agreement between the Company and such Director. In addition, at any time prior to a Permanent Ownership Adjustment any SEEK Designated Director may be removed from office by the SEEK Shareholder(s) depositing a written notification of removal at
the Registered Office notwithstanding anything in these Articles or in any agreement between the Company and such Director. 


  
 22 









	89.	The Board may, from time to time, and except as required by applicable law or the listing rules of the recognized stock exchange where the Company’s securities are traded, adopt, institute, amend, modify or revoke
the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.


  

	90.	A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at general meetings.


  

	91.	The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution. 

  

	92.	The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or
general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such
method and partly the other. 

 ALTERNATE DIRECTOR OR PROXY 

 

	93.	Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of
the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is
unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be
deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. 


 

	94.	Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such
instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be
in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.



  
 23 








 POWERS AND DUTIES OF DIRECTORS 

 

	95.	Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and
registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.


  

	96.	Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the
administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or
commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The
Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by
Ordinary Resolution resolves that his tenure of office be terminated. 

  

	97.	The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such
conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution. 


 

	98.	The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on it by the Directors. 

  

	99.	The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly
by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and
discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions
for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities
and discretion vested in him. 


  
 24 









	100.	The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the
general powers conferred by this Article. 

  

	101.	The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of
such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation. 

  

	102.	The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may
authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as
the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation
shall be affected thereby. 

  

	103.	Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them. 


BORROWING POWERS OF DIRECTORS 
  

	104.	The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled
capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. 


THE SEAL 
  

	105.	The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may
be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the
purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence. 

  

	106.	The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the
Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed
in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the
facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence of any one or
more Persons as the Directors may appoint for the purpose. 


  
 25 









	107.	Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter
contained therein but which does not create any obligation binding on the Company. 

 DISQUALIFICATION OF DIRECTORS 

 

	108.	The office of Director shall be vacated, if the Director: 

  

	 	(a)	becomes bankrupt or makes any arrangement or composition with his creditors; 

  

	 	(b)	dies or is found to be or becomes of unsound mind; 

  

	 	(c)	resigns his office by notice in writing to the Company; 

  

	 	(d)	without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; 


 

	 	(e)	is removed from office by notice in writing served at his last known address signed by not less than a majority in number of the Directors (including himself) then in office; or 


 

	 	(f)	is removed from office pursuant to any other provision of these Articles. 

 PROCEEDINGS OF
DIRECTORS 
  

	109.	The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any
meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In case of an equality of votes the Chairman shall have a
second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. 


 

	110.	A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment by way of which all
Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. 


  
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	111.	The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office. A Director represented by proxy
or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. 

  

	112.	A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the
Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company
or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a
Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the
Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. 

  

	113.	A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be
liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in
the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such
appointment or arrangement. 

  

	114.	Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that
nothing herein contained shall authorise a Director or his firm to act as auditor to the Company. 

  

	115.	The Directors shall cause minutes to be made for the purpose of recording: 

  

	 	(a)	all appointments of officers made by the Directors; 

  

	 	(b)	the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and 


  
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	 	(c)	all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. 

  

	116.	When the Chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may
have been a technical defect in the proceedings. 

  

	117.	A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate
Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and
constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate. 


 

	118.	The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. 

  

	119.	Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present
within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting. 


 

	120.	A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of
the committee members present and in case of an equality of votes the chairman shall have a second or casting vote. 

  

	121.	All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment
of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director. 


PRESUMPTION OF ASSENT 
  

	122.	A Director of the Company who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to
such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. 


  
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 DIVIDENDS 
  

	123.	Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and
authorise payment of the same out of the funds of the Company lawfully available therefor. 

  

	124.	Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.


  

	125.	The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute
discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors,
either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. 


 

	126.	Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed
to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the
holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.


  

	127.	With the sanction of an Ordinary Resolution, the Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other
company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu
of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit. 

  

	128.	Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on
any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.



  
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	129.	If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share. 


 

	130.	No dividend shall bear interest against the Company. 

  

	131.	Any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company. 


ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION 
  

	132.	The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. 


 

	133.	The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. 


 

	134.	The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the
inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary
Resolution. 

  

	135.	The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid
shall not be audited. 

  

	136.	The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration. 


 

	137.	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 be entitled to require from the Directors and officers of the Company such
information and explanation as may be necessary for the performance of the duties of the auditors. 

  

	138.	The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during
their term of office, upon request of the Directors or any general meeting of the Members. 

  

	139.	The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in
the Cayman Islands. 


  
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 CAPITALISATION OF RESERVES 

 

	140.	Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution: 

  

	 	(a)	resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether or not available for distribution;


  

	 	(b)	appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:


  

	 	(i)	paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or 

  

	 	(ii)	paying up in full unissued Shares or debentures of a nominal amount equal to that sum, 

 and
allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which
are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid; 
  

	 	(c)	make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the
Directors may deal with the fractions as they think fit; 

  

	 	(d)	authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either: 

  

	 	(i)	the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or 


 

	 	(ii)	the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their
existing Shares, 

 and any such agreement made under this authority being effective and binding on all those Shareholders;
and 
  

	 	(e)	generally do all acts and things required to give effect to the resolution. 


  
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 SHARE PREMIUM ACCOUNT 

 

	141.	The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the
issue of any Share. 

  

	142.	There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the
discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital. 


NOTICES 
  

	143.	Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or air
courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of
notices, or by facsimile or by placing the notice on the Company’s Website should the Directors deem it appropriate provided that the Company shall notify the Shareholders of the placement of such notice by airmail or electronic mail. In the
case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.


  

	144.	Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. 

  

	145.	Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such
meeting was convened. 

  

	146.	Any notice or other document, if served by: 

  

	 	(a)	post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted; 

  

	 	(b)	facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;


  

	 	(c)	recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or 


 

	 	(d)	electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail. 


  
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 In proving service by post or courier service it shall be sufficient to prove that the letter
containing the notice or documents was properly addressed and duly posted or delivered to the courier service. 
  

	147.	Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or
bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the
service of the notice or document, have been removed from the Register as the holder of the Share, 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. 

  

	148.	Notice of every general meeting of the Company shall be given to: 

  

	 	(a)	all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and 


 

	 	(b)	every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting. 


No other Person shall be entitled to receive notices of general meetings. 

INFORMATION 
  

	149.	No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which
may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public. 


 

	150.	The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in
the Register and transfer books of the Company. 

 INDEMNITY 

 

	151.	Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from
time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the conduct of the Company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or
liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. 


  
 33 









	152.	No Indemnified Person shall be liable: 

  

	 	(a)	for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or 

  

	 	(b)	for any loss on account of defect of title to any property of the Company; or 

  

	 	(c)	on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or 

  

	 	(d)	for any loss incurred through any bank, broker or other similar Person; or 

  

	 	(e)	for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on such Indemnified Person’s part; or 


 

	 	(f)	for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation
thereto; 

 unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud. 

FINANCIAL YEAR 
  

	153.	Unless the Directors otherwise prescribe, the financial year of the Company shall end on June 30th in each year and shall begin on July 1st in each year. 


NON-RECOGNITION OF TRUSTS 
  

	154.	No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in
each Shareholder registered in the Register. 

 WINDING UP 

 

	155.	If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Law, divide amongst the Members in species or in kind the
whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes
of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be
compelled to accept any asset upon which there is a liability. 


  
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	156.	If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may
be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share
capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect
of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions. 


AMENDMENT OF ARTICLES OF ASSOCIATION 
  

	157.	Subject to the Companies Law, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part. 


CLOSING OF REGISTER OR FIXING RECORD DATE 
  

	158.	For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive
payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case forty
calendar days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten
(10) calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register. 

  

	159.	In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a
meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a
subsequent date as the record date for such determination. 

  

	160.	If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled
to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of
Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.



  
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 REGISTRATION BY WAY OF CONTINUATION 

 

	161.	The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or
existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for
the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. 


DISCLOSURE 
  

	162.	The Directors, or any service providers (including the officers, the Secretary and the registered office agent of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or
judicial authority any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company. 


  
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