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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
June 7, 2024
Date
of Report (Date of earliest event reported)
Technology
& Telecommunication Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-41229 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
C3-2-23A,
Jalan 1/152, Taman OUG
Parklane
Off
Jalan Kelang Lama
58200
Kuala Lumpur, Malaysia |
|
|
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +60 1 2334 8193
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Units,
each consisting of one ordinary share, $0.0001 par value (the “Ordinary Shares”), and one-half Redeemable Warrant |
|
TETEU |
|
The
Nasdaq Stock Market LLC |
Ordinary
Shares |
|
TETE |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 |
|
TETEW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent
required herein. As approved by its stockholders at the General Meeting (defined below), Technology & Telecommunication Acquisition
Corporation (“TETE” or the “Company”) and Continental Stock Transfer & Trust Company entered
into an amendment, dated June 7, 2024, to the Investment Management Trust Agreement, dated January 14, 2022, by and between Continental
Stock Transfer & Trust Company and TETE (the “IMTA Amendment”). A copy of the IMTA Amendment is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent
to the approval by the shareholders of TETE of the Amendment to TETE’s Amended and Restated Memorandum and Articles of Association
(the “Charter Amendment”), on June 7, 2024, TETE filed the Charter Amendment with the Registrar of Companies in the
Cayman Islands. Pursuant to the Charter Amendment, TETE has the right to extend the period which it has to complete a business combination
by up to seven (7) times for an additional one (1) month each time from June 20, 2024 to January 20, 2025 by depositing into its trust
account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share outstanding after giving effect
to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of TETE’s amended and
restated memorandum and articles of association.
Item
5.07. Submissions of Matters to a Vote of Security Holders.
On
June 7, 2024, TETE held an Extraordinary General Meeting of Shareholders (the “General Meeting”). On May 29, 2024,
the record date for the General Meeting, there were 5,366,021 ordinary shares of TETE entitled to be voted at the General Meeting, 84.05%
of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of TETE’s shareholders at the General Meeting are as follows:
Matters Voted On | |
For | | |
Against | | |
Abstain | |
Proposal to amend the Company’s Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to seven (7) times for an additional one (1) month each time, from June 20, 2024 to January 20, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 36 months after the consummation of its initial public offering. | |
| 4,739,818 | | |
| 626,203 | | |
| 0 | |
| |
| | | |
| | | |
| | |
Proposal to amend the Company’s investment management trust agreement, dated as of January 14, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to seven (7) times for an additional one (1) month each time from June 20, 2024 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $60,000 and (b) $0.02 for each ordinary share issued and outstanding after giving effect to the Redemption. | |
| 4,739,818 | | |
| 626,203 | | |
| 0 | |
Each
of the proposals described above was approved by TETE’s shareholders. TETE’s shareholders elected to redeem an aggregate
of 408,469 ordinary shares in connection with the General Meeting.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 13, 2024
TECHNOLOGY
& TELECOMMUNICATION ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/
Tek Che Ng |
|
Name: |
Tek
Che Ng |
|
Title: |
Chief
Executive Officer |
|
Exhibit 3.1
Companies
Act (Revised)
Company
Limited by Shares
Technology
& Telecommunication Acquisition Corporation
|
AMENDED
& RESTATED ARTICLES of association
|
|
(Adopted
by special resolution passed on June 7, 2024)
Contents
1 |
Definitions, interpretation and exclusion of Table
A |
6 |
|
|
|
Definitions |
6 |
Interpretation |
11 |
Exclusion of Table A Articles |
11 |
|
|
2 |
Shares |
12 |
|
|
|
Power to issue Shares and options, with
or without special rights |
12 |
Power to issue fractions of a Share |
13 |
Power to pay commissions and brokerage
fees |
13 |
Trusts not recognised |
14 |
Power to vary class rights |
14 |
Effect of new Share issue on existing class
rights |
15 |
Capital contributions without issue of
further Shares |
15 |
No bearer Shares or warrants |
15 |
Treasury Shares |
15 |
Rights attaching to Treasury Shares and
related matters |
15 |
|
|
3 |
Register of Members |
16 |
|
|
|
4 |
Share certificates |
16 |
|
|
|
Issue of share certificates |
16 |
Renewal of lost or damaged share certificates |
17 |
|
|
5 |
Lien on Shares |
18 |
|
|
|
Nature and scope of lien |
18 |
Company may sell Shares to satisfy lien |
18 |
Authority to execute instrument of transfer |
18 |
Consequences of sale of Shares to satisfy
lien |
19 |
Application of proceeds of sale |
19 |
|
|
6 |
Calls on Shares and forfeiture |
19 |
|
|
|
Power to make calls and effect of calls |
19 |
Time when call made |
20 |
Liability of joint holders |
20 |
Interest on unpaid calls |
20 |
Deemed calls |
20 |
Power to accept early payment |
20 |
Power to make different arrangements at
time of issue of Shares |
20 |
Notice of default |
21 |
Forfeiture or surrender of Shares |
21 |
Disposal of forfeited or surrendered Share
and power to cancel forfeiture or surrender |
21 |
Effect of forfeiture or surrender on former
Member |
21 |
Evidence of forfeiture or surrender |
22 |
Sale of forfeited or surrendered Shares |
22 |
7 |
Transfer of Shares |
22 |
|
|
|
Form of transfer |
22 |
Power to refuse registration |
23 |
Power to suspend registration |
23 |
Company may retain instrument of transfer |
23 |
|
|
8 |
Transmission of Shares |
23 |
|
|
|
Persons entitled on death of a Member |
23 |
Registration of transfer of a Share following
death or bankruptcy |
23 |
Indemnity |
24 |
Rights of person entitled to a Share following
death or bankruptcy |
24 |
|
|
9 |
Alteration of capital |
24 |
|
|
|
Increasing, consolidating, converting,
dividing and cancelling share capital |
24 |
Dealing with fractions resulting from consolidation
of Shares |
25 |
Reducing share capital |
25 |
|
|
10 |
Redemption and purchase of own Shares |
25 |
|
|
|
Power to issue redeemable Shares and to
purchase own Shares |
26 |
Power to pay for redemption or purchase
in cash or in specie |
26 |
Effect of redemption or purchase of a Share |
26 |
|
|
11 |
Meetings of Members |
27 |
|
|
|
Power to call meetings |
27 |
Content of notice |
28 |
Period of notice |
28 |
Persons entitled to receive notice |
29 |
Publication of notice on a website |
29 |
Time a website notice is deemed to be given |
29 |
Required duration of publication on a website |
30 |
Accidental omission to give notice or non-receipt
of notice |
30 |
|
|
12 |
Proceedings at meetings of Members |
30 |
|
|
|
Quorum |
30 |
Lack of quorum |
30 |
Use of technology |
31 |
Chairman |
31 |
Right of a director to attend and speak |
31 |
Adjournment |
31 |
Method of voting |
31 |
Taking of a poll |
31 |
Chairman’s casting vote |
32 |
Amendments to resolutions |
32 |
Written resolutions |
32 |
Sole-member company |
33 |
|
|
13 |
Voting rights of Members |
33 |
|
|
|
Right to vote |
33 |
Rights of joint holders |
34 |
Representation of corporate Members |
34 |
Member with mental disorder |
34 |
Objections to admissibility of votes |
35 |
Form of proxy |
35 |
How and when proxy is to be delivered |
35 |
|
|
14 |
Number of directors |
36 |
|
|
|
15 |
Appointment, disqualification and removal of directors |
37 |
|
|
|
No age limit |
37 |
Corporate directors |
37 |
No shareholding qualification |
37 |
Appointment and removal of directors |
37 |
Resignation of directors |
39 |
Termination of the office of director |
39 |
|
|
16 |
Alternate directors |
40 |
|
|
|
Appointment and removal |
40 |
Notices |
41 |
Rights of alternate director |
41 |
Appointment ceases when the appointer ceases
to be a director |
41 |
Status of alternate director |
41 |
Status of the director making the appointment |
42 |
|
|
17 |
Powers of directors |
42 |
|
|
|
Powers of directors |
42 |
Appointments to office |
42 |
Remuneration |
43 |
Disclosure of information |
43 |
|
|
18 |
Delegation of powers |
44 |
|
|
|
Power to delegate any of the directors’
powers to a committee |
44 |
Power to appoint an agent of the Company |
44 |
Power to appoint an attorney or authorised
signatory of the Company |
44 |
Power to appoint a proxy |
45 |
|
|
19 |
Meetings of directors |
45 |
|
|
|
Regulation of directors’ meetings |
45 |
Calling meetings |
45 |
Notice of meetings |
45 |
Period of notice |
45 |
Use of technology |
45 |
Place of meetings |
46 |
Quorum |
46 |
Voting |
46 |
Validity |
46 |
Recording of dissent |
46 |
Written resolutions |
46 |
Sole director’s minute |
47 |
20 |
Permissible directors’ interests and disclosure |
47 |
|
|
|
Permissible interests subject to disclosure |
47 |
Notification of interests |
47 |
Voting where a director is interested in
a matter |
48 |
|
|
21 |
Minutes |
48 |
|
|
|
22 |
Accounts and audit |
48 |
|
|
|
Accounting and other records |
48 |
No automatic right of inspection |
48 |
Sending of accounts and reports |
48 |
Time of receipt if documents are published
on a website |
49 |
Validity despite accidental error in publication
on website |
49 |
Audit |
49 |
|
|
23 |
Financial year |
51 |
|
|
|
24 |
Record dates |
51 |
|
|
|
25 |
Dividends |
51 |
|
|
|
Declaration of dividends by Members |
51 |
Payment of interim dividends and declaration
of final dividends by directors |
51 |
Apportionment of dividends |
52 |
Right of set off |
52 |
Power to pay other than in cash |
53 |
How payments may be made |
53 |
Dividends or other moneys not to bear interest
in absence of special rights |
54 |
Dividends unable to be paid or unclaimed |
54 |
|
|
26 |
Capitalisation of profits |
54 |
|
|
|
Capitalisation of profits or of any share
premium account or capital redemption reserve |
54 |
Applying an amount for the benefit of members |
54 |
|
|
27 |
Share premium account |
55 |
|
|
|
Directors to maintain share premium account |
55 |
Debits to share premium account |
55 |
|
|
28 |
Seal |
55 |
|
|
|
Company seal |
55 |
Duplicate seal |
55 |
When and how seal is to be used |
55 |
If no seal is adopted or used |
56 |
Power to allow non-manual signatures and
facsimile printing of seal |
56 |
Validity of execution |
56 |
|
|
29 |
Indemnity |
56 |
|
|
|
Indemnity |
56 |
Release |
57 |
Insurance |
57 |
30 |
Notices |
58 |
|
|
|
Form of notices |
58 |
Electronic communications |
58 |
Persons authorised to give notices |
58 |
Delivery of written notices |
58 |
Joint holders |
58 |
Signatures |
59 |
Evidence of transmission |
54 |
Giving notice to a deceased or bankrupt
Member |
59 |
Date of giving notices |
59 |
Saving provision |
60 |
|
|
31 |
Authentication of Electronic Records |
60 |
|
|
|
Application of Articles |
60 |
Authentication of documents sent by Members
by Electronic means |
60 |
Authentication of document sent by the
Secretary or Officers of the Company by Electronic means |
61 |
Manner of signing |
61 |
Saving provision |
61 |
|
|
32 |
Transfer by way of continuation |
61 |
|
|
|
33 |
Winding up |
62 |
|
|
|
Distribution of assets in specie |
62 |
No obligation to accept liability |
62 |
The directors are authorised to present
a winding up petition |
62 |
|
|
34 |
Amendment of Memorandum and Articles |
62 |
|
|
|
Power to change name or amend Memorandum |
62 |
Power to amend these Articles |
63 |
|
|
35 |
Mergers and Consolidations |
63 |
|
|
|
36 |
Class B Share Conversion |
63 |
|
|
|
37 |
Business Combination |
64 |
|
|
|
38 |
Certain Tax Filings |
67 |
|
|
|
39 |
Business Opportunities |
67 |
Companies
Act (Revised)
Company
Limited by Shares
Amended
& Restated Articles of Association
of
Technology
& Telecommunication Acquisition Corporation
(Adopted
by special resolution passed on June 7, 2024)
1 |
Definitions, interpretation
and exclusion of Table A |
Definitions
1.1 |
In these Articles, the
following definitions apply: |
Act
means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time
being in force.
Affiliate
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation
or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity.
Amendment
has the meaning ascribed to it in Article 37.11.
Amendment
Redemption Event has the meaning ascribed to it in Article 37.11.
Applicable
Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments,
decisions, decrees or orders of any governmental authority applicable to such person.
Approved
Amendment has the meaning ascribed to it in Article 37.11.
Articles
means, as appropriate:
(a) |
these articles of association
as amended from time to time: or |
(b) |
two or more particular
articles of these Articles; |
(c) |
and Article refers to a
particular article of these Articles. |
Audit
Committee means the audit committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.
Auditor
means the person for the time being performing the duties of auditor of the Company.
Automatic
Redemption Event shall have the meaning given to it in Article 37.2.
Business
Combination shall mean the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset
or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with a Target
Business at Fair Value, as set out further in Article 37.
Business
Day means a day other than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close
in New York City (b) a Saturday or (c) a Sunday.
Cayman
Islands means the British Overseas Territory of the Cayman Islands.
Class
A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class
B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class
B Share Entitlement means the right of the holders of the Class B Shares (including on an as-converted basis) to 20 per cent. of
all entitlements to income and capital arising in respect of all Shares in issue from time to time.
Clear
Days, in relation to a period of notice, means that period excluding:
(a) |
the day when the notice
is given or deemed to be given; and |
(b) |
the day for which it is
given or on which it is to take effect. |
Clearing
House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are
listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
Company
means the above-named company.
Compensation
Committee means the compensation committee of the board of directors of the Company established pursuant to Article 22.8 hereof,
or any successor committee.
Default
Rate means 10% (ten per cent) per annum.
Designated
Stock Exchange means Nasdaq Global Market or any other national securities exchange on which the Shares are listed for trading.
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic
Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Equity-Linked
Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing
transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
Exchange
Act means the United States Securities Exchange Act of 1934, as amended.
Fair
Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and
any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for a Business Combination.
Fully
Paid and Paid Up:
(a) |
in relation to a Share
with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully
paid or credited as paid in money or money’s worth; |
(b) |
in relation to a Share
without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s
worth. |
Independent
Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the directors.
Initial
Shareholders means the Sponsor, the directors and officers of the Company or their respective Affiliates who hold Shares prior to
the IPO.
IPO
means the initial public offering of units, consisting of Shares and warrants of the Company and rights to receive Shares of the
Company.
Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.
Memorandum
means the memorandum of association of the Company as amended from time to time.
Nominating
and Corporate Governance Committee means the compensation committee of the board of directors of the Company established pursuant
to Article 22.8 hereof, or any successor committee.
Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.
Over-Allotment
Option means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 2.4) sold
in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
Per-Share
Redemption Price means:
with
respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including interest not previously released
to us, which shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then outstanding
Public Shares;
with
respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account, including interest earned but net of
taxes payable, divided by the number of then outstanding Public Shares; and
with
respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit in the Trust Account (net of
taxes payable), divided by the number of then outstanding Public Shares.
Preference
Share means a preference share of a par value of US$0.0001 in the share capital of the Company.
Public
Share means the Class A Shares included in the units issued in the IPO (as described in Article 2.4).
Redemption
Offer has the meaning ascribed to it in Article 37.5(b).
Register
of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch
or duplicate register of Members.
Registration
Statement has the meaning ascribed to it in Article 37.10.
SEC
means the United States Securities and Exchange Commission.
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share
means a Class A Share, Class B Share or a Preference Share in the share capital of the Company; and the expression:
(a) |
includes stock (except
where a distinction between shares and stock is expressed or implied); and |
(b) |
where the context permits,
also includes a fraction of a share. |
Special
Resolution has the meaning given to that term in the Act.
Sponsor
means Evergreen LLC, a Cayman Islands limited liability company and its successors and assigns, being the majority Initial Shareholder
immediately prior to the consummation of the IPO.
Sponsor
Group or Sponsor Group Related Person means the Sponsor and its respective Affiliates, successors and assigns, as defined
in Articles 39.1.
Target
Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.
Target
Business Acquisition Period shall mean the period commencing from the effectiveness of the registration statement filed with the
SEC in connection with the Company’s IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination
Date.
Tax
Filing Authorised Person means such person as any director shall designate from time to time, acting severally.
Tender
Redemption Offer has the meaning ascribed to it in Article 37.5(a).
Termination
Date has the meaning given to it in Article 37.2.
Treasury
Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.16.
Trust
Account means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing
date of the IPO, will be deposited.
Underwriter
means an underwriter of the IPO from time to time, and any successor underwriter.
Interpretation
1.2 |
In the interpretation of
these Articles, the following provisions apply unless the context otherwise requires: |
(a) |
A reference in these Articles
to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes: |
|
(i) |
any statutory modification,
amendment or re-enactment; and |
|
(ii) |
any subordinate legislation
or regulations issued under that statute. |
Without
limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of
that Act in force from time to time as amended from time to time.
(b) |
Headings are inserted for
convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. |
(c) |
If a day on which any act,
matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business
Day. |
(d) |
A word which denotes the
singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes
the other genders. |
(e) |
A reference to a person
includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. |
(f) |
Where a word or phrase
is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. |
(g) |
All references to time
are to be calculated by reference to time in the place where the Company’s registered office is located. |
(h) |
The words written and in
writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the
distinction between a document in writing and an Electronic Record is expressed or implied. |
|
(i) |
The words including, include
and in particular or any similar expression are to be construed without limitation. |
Exclusion
of Table A Articles
1.3 |
The regulations contained
in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly
excluded and do not apply to the Company. |
Power
to issue Shares and options, with or without special rights
2.1 |
Subject to the provisions
of the Act and these Articles and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority,
and without prejudice to any rights attached to any existing Shares, the directors have general and unconditional authority to allot
(with or without confirming rights of renunciation), issue, grant options over or otherwise deal with any unissued Shares of the
Company to such persons, at such times and on such terms and conditions as they may decide, save that the directors may not allot,
issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the ability of the Company
to carry out a Class B Share Conversion described at Article 36. No Share may be issued at a discount except in accordance with the
provisions of the Act. |
2.2 |
Without limitation to the
preceding Article, the directors may so deal with the unissued Shares of the Company: |
(a) |
either at a premium or
at par; |
(b) |
with or without preferred,
deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. |
Notwithstanding
the above, following an IPO and prior to a Business Combination, except in connection with the conversion of Class B Shares into Class
A Shares pursuant to Article 36 where the holders of such Shares have waived any right to receive funds from the Trust Account, the Company
may not issue additional Shares that would entitle the holders thereof to (a) receive funds from the Trust Account or (b) vote as a class
with our Public Shares (i) on any Business Combination or on any other proposal presented to shareholders prior to or in connection with
the completion of any Business Combination or (ii) to approve an amendment to these Articles to (x) extend the time we have to consummate
a Business Combination or (y) amend the foregoing provisions of this Article.
2.3 |
The Company may issue rights,
options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe
for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as
the directors may decide. |
2.4 |
The Company may issue units
of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities or securities
of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other
securities in the Company, on such terms and conditions as the directors may decide. The securities comprising any such units which
are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus
relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, subject to the Company having
filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be
traded, but the securities comprising such units cannot be traded separately from one another. |
2.5 |
Each Share in the Company
confers upon the Member: |
(a) |
subject to Article 34,
the right to one vote at a meeting of the Members of the Company or on any resolution of Members; |
(b) |
the right to be redeemed
on an Automatic Redemption Event in accordance with Article 37.2 or pursuant to either a Tender Redemption Offer or Redemption Offer
in accordance with Article 37.5 or pursuant to an Amendment Redemption Event in accordance with Article 37.11; |
(c) |
a pro rata right in any
dividend paid by the Company; and |
(d) |
subject to satisfaction
of and compliance with Article 37, a pro rata right in the distribution of the surplus assets of the Company on its liquidation provided
that in the event that the Company enters liquidation prior to or without having consummated a Business Combination then, in such
circumstances, in the event any surplus assets (Residual Assets) of the Company remain following the Company having complied
with its applicable obligations to redeem Public Shares and distribute the funds held in the Trust Account in respect of such redemptions
pursuant to Article 37, the Public Shares shall not have any right to receive any share of those Residual Assets which are held outside
the Trust Account and such Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares that are not
Public Shares. |
Power
to issue fractions of a Share
2.6 |
Subject to the Act, the
Company may, but shall not otherwise be obliged to, issue fractions of a Share of any class or round up or down fractional holdings
of Shares to its nearest whole number. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities
(whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other
attributes of a Share of that class of Shares. |
Power
to pay commissions and brokerage fees
2.7 |
The Company may, in so
far as the Act permits, pay a commission to any person in consideration of that person: |
(a) |
subscribing or agreeing
to subscribe, whether absolutely or conditionally; or |
(b) |
procuring or agreeing to
procure subscriptions, whether absolute or conditional |
for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.
2.8 |
The Company may employ
a broker in the issue of its capital and pay him any proper commission or brokerage. |
Trusts
not recognised
2.9 |
Except as required by Applicable
Law: |
(a) |
the Company shall not be
bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share,
or (except only as is otherwise provided by the Articles) any other rights in respect of any Share other than an absolute right to
the entirety thereof in the holder; and |
(b) |
no person other than the
Member shall be recognised by the Company as having any right in a Share. |
Power
to vary class rights
2.10 |
If the share capital is
divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights
attaching to a class of Shares may only be varied if one of the following applies: |
(a) |
the Members holding two
thirds of the issued Shares of that class consent in writing to the variation; or |
(b) |
the variation is made with
the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class. |
2.11 |
For the purpose of paragraph
(b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to
every such separate meeting except that: |
(a) |
the necessary quorum shall
be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and |
(b) |
any Member holding issued
Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative,
may demand a poll. |
2.12 |
Notwithstanding Article
2.10, unless the proposed variation is for the purposes of approving, or in conjunction with, the consummation of a Business Combination,
prior to a Business Combination but subject always to the limitations set out in Article 34 in respect of amendments to the Memorandum
and Articles, the rights attached to the Shares as specified in Article 2.5 may only, whether or not the Company is being wound up,
be varied by a Special Resolution, and any such variation that has to be approved under this Article shall also be subject to compliance
with Article 37.11. |
Effect
of new Share issue on existing class rights
2.13 |
Unless the terms on which
a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed
to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class. |
Capital
contributions without issue of further Shares
2.14 |
With the consent of a Member,
the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration
for that contribution. In that event, the contribution shall be dealt with in the following manner: |
(a) |
It shall be treated as
if it were a share premium. |
(b) |
Unless the Member agrees
otherwise: |
|
(i) |
if the Member holds Shares
in a single class of Shares - it shall be credited to the share premium account for that class of Shares; |
|
(ii) |
if the Member holds Shares
of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion
that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of
Shares that the Member holds). |
(c) |
It shall be subject to
the provisions of the Act and these Articles applicable to share premiums. |
No
bearer Shares or warrants
2.15 |
The Company shall not issue
Shares or warrants to bearers. |
Treasury
Shares
2.16 |
Shares that the Company
purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as
cancelled if: |
(a) |
the directors so determine
prior to the purchase, redemption or surrender of those shares; and |
(b) |
the relevant provisions
of the Memorandum and Articles and the Act are otherwise complied with. |
Rights
attaching to Treasury Shares and related matters
2.17 |
No dividend may be declared
or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets
to members on a winding up) may be made to the Company in respect of a Treasury Share. |
2.18 |
The Company shall be entered
in the Register as the holder of the Treasury Shares. However: |
(a) |
the Company shall not be
treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise
of such a right shall be void; |
(b) |
a Treasury Share shall
not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued
shares at any given time, whether for the purposes of these Articles or the Act. |
2.19 |
Nothing in the preceding
Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid
bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. |
2.20 |
Treasury Shares may be
disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine. |
3.1 |
The Company shall maintain
or cause to be maintained the Register of Members in accordance with the Act. |
3.2 |
The directors may determine
that the Company shall maintain one or more branch registers of Members in accordance with the Act. The directors may also determine
which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and
to vary such determination from time to time. |
3.3 |
The title to Public Shares
may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange
and, for these purposes, the Register of Members may be maintained in accordance with Article 40B of the Act. |
Issue
of share certificates
4.1 |
A Member shall only be
entitled to a share certificate if the directors resolve that share certificates shall be issued. Share certificates representing
Shares, if any, shall be in such form as the directors may determine. If the directors resolve that share certificates shall be issued,
upon being entered in the register of Members as the holder of a Share, the directors may issue to any Member: |
(a) |
without payment, to one
certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of
Shares of any class, to a certificate for the balance of that holding); and |
(b) |
upon payment of such reasonable
sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s
Shares. |
4.2 |
Every certificate shall
specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or
partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine. All certificates
surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until
the former certificate representing the same number of relevant Shares shall have been surrendered and cancelled. |
4.3 |
Every certificate shall
bear legends required under the Applicable Laws. |
4.4 |
The Company shall not be
bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to
one joint holder shall be a sufficient delivery to all of them. |
Renewal
of lost or damaged share certificates
4.5 |
If a share certificate
is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to: |
(c) |
payment of the expenses
reasonably incurred by the Company in investigating the evidence; and |
(d) |
payment of a reasonable
fee, if any, for issuing a replacement share certificate |
as
the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate. The Company
will not be responsible for any share certificate lost or delayed in the course of delivery. Share certificates shall be issued within
the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever
is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse
to register and does not register, after lodgement of an instrument of transfer with the Company.
Nature
and scope of lien
5.1 |
The Company has a first
and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others).
The lien is for all moneys payable to the Company by the Member or the Member’s estate: |
(a) |
either alone or jointly
with any other person, whether or not that other person is a Member; and |
(b) |
whether or not those moneys
are presently payable. |
5.2 |
At any time the directors
may declare any Share to be wholly or partly exempt from the provisions of this Article. |
Company
may sell Shares to satisfy lien
5.3 |
The Company may sell any
Shares over which it has a lien if all of the following conditions are met: |
(a) |
the sum in respect of which
the lien exists is presently payable; |
(b) |
the Company gives notice
to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding
payment and stating that if the notice is not complied with the Shares may be sold; and |
(c) |
that sum is not paid within
14 Clear Days after that notice is deemed to be given under these Articles. |
5.4 |
The Shares may be sold
in such manner as the directors determine. |
5.5 |
To the maximum extent permitted
by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect of the sale. |
Authority
to execute instrument of transfer
5.6 |
To give effect to a sale,
the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions
of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings
in respect of the sale. |
Consequences
of sale of Shares to satisfy lien
5.7 |
On sale pursuant to the
preceding Articles: |
(a) |
the name of the Member
concerned shall be removed from the Register of Members as the holder of those Shares; and |
(b) |
that person shall deliver
to the Company for cancellation the certificate for those Shares. |
Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment
at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly
or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received
on their disposal.
Application
of proceeds of sale
5.8 |
The net proceeds of the
sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable.
Any residue shall be paid to the person whose Shares have been sold: |
(a) |
if no certificate for the
Shares was issued, at the date of the sale; or |
(b) |
if a certificate for the
Shares was issued, upon surrender to the Company of that certificate for cancellation |
but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
6 |
Calls on Shares and
forfeiture |
Power
to make calls and effect of calls
6.1 |
Subject to the terms of
allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The
call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and
where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice. |
6.2 |
Before receipt by the Company
of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part.
Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole
or in part and may postpone payment of all or any of the remaining instalments in whole or in part. |
6.3 |
A Member on whom a call
is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was
made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those Shares. |
Time
when call made
6.4 |
A call shall be deemed
to have been made at the time when the resolution of the directors authorising the call was passed. |
Liability
of joint holders
6.5 |
Members registered as the
joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. |
Interest
on unpaid calls
6.6 |
If a call remains unpaid
after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day
it became due and payable until it is paid: |
(a) |
at the rate fixed by the
terms of allotment of the Share or in the notice of the call; or |
(b) |
if no rate is fixed, at
the Default Rate. |
The
directors may waive payment of the interest wholly or in part.
Deemed
calls
6.7 |
Any amount payable in respect
of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid
when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call. |
Power
to accept early payment
6.8 |
The Company may accept
from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called
up. |
Power
to make different arrangements at time of issue of Shares
6.9 |
Subject to the terms of
allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of
payment of calls on their Shares. |
Notice
of default
6.10 |
If a call remains unpaid
after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice
requiring payment of: |
(b) |
any interest which may
have accrued; |
(c) |
any expenses which have
been incurred by the Company due to that person’s default. |
6.11 |
The notice shall state
the following: |
(a) |
the place where payment
is to be made; and |
(b) |
a warning that if the notice
is not complied with the Shares in respect of which the call is made will be liable to be forfeited. |
Forfeiture
or surrender of Shares
6.12 |
If the notice under the
preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that
any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect
of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the
subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture. |
6.13 |
The directors may accept
the surrender for no consideration of any Fully Paid Share. |
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
6.14 |
A forfeited or surrendered
Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the
former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors
think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered
Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share
to the transferee. |
Effect
of forfeiture or surrender on former Member
6.15 |
On forfeiture or surrender: |
(a) |
the name of the Member
concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to be a Member
in respect of those Shares; and |
(b) |
that person shall surrender
to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares. |
6.16 |
Despite the forfeiture
or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender
were presently payable by him to the Company in respect of those Shares together with: |
(b) |
interest from the date
of forfeiture or surrender until payment: |
|
(i) |
at the rate of which interest
was payable on those moneys before forfeiture; or |
|
(ii) |
if no interest was so payable,
at the Default Rate. |
The
directors, however, may waive payment wholly or in part.
Evidence
of forfeiture or surrender
6.17 |
A declaration, whether
statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as
against all persons claiming to be entitled to forfeited Shares: |
(a) |
that the person making
the declaration is a director or Secretary of the Company, and |
(b) |
that the particular Shares
have been forfeited or surrendered on a particular date. |
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale
of forfeited or surrendered Shares
6.18 |
Any person to whom the
forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those
Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the
forfeiture, surrender or disposal of those Shares. |
Form
of transfer
7.1 |
Subject to the following
Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the SEC, the Designated
Stock Exchange and federal and state securities laws of the United States, a Member may transfer Shares to another person by completing
an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law or in any other form approved by the directors, executed: |
(a) |
where the Shares are Fully
Paid, by or on behalf of that Member; and |
(b) |
where the Shares are partly
paid, by or on behalf of that Member and the transferee. |
7.2 |
The transferor shall be
deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members. |
Power
to refuse registration
7.3 |
If the Shares in question
were issued in conjunction with rights, options or warrants issued pursuant to Article 2.4 on terms that one cannot be transferred
without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of
the like transfer of such option or warrant. |
Power
to suspend registration
7.4 |
The directors may suspend
registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine. |
Company
may retain instrument of transfer
7.5 |
The Company shall be entitled
to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall
be returned to the person lodging it when notice of the refusal is given. |
Persons
entitled on death of a Member
8.1 |
If a Member dies, the only
persons recognised by the Company as having any title to the deceased Members’ interest are the following: |
(a) |
where the deceased Member
was a joint holder, the survivor or survivors; and |
(b) |
where the deceased Member
was a sole holder, that Member’s personal representative or representatives. |
8.2 |
Nothing in these Articles
shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder
or a joint holder. |
Registration
of transfer of a Share following death or bankruptcy
8.3 |
A person becoming entitled
to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following: |
(a) |
to become the holder of
the Share; or |
(b) |
to transfer the Share to
another person. |
8.4 |
That person must produce
such evidence of his entitlement as the directors may properly require. |
8.5 |
If the person elects to
become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice
shall be treated as though it were an executed instrument of transfer. |
8.6 |
If the person elects to
transfer the Share to another person then: |
(a) |
if the Share is Fully Paid,
the transferor must execute an instrument of transfer; and |
(b) |
if the Share is partly
paid, the transferor and the transferee must execute an instrument of transfer. |
8.7 |
All the Articles relating
to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. |
Indemnity
8.8 |
A person registered as
a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or
damage suffered by the Company or the directors as a result of that registration. |
Rights
of person entitled to a Share following death or bankruptcy
8.9 |
A person becoming entitled
to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered
as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled to attend
or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company. |
Increasing,
consolidating, converting, dividing and cancelling share capital
9.1 |
To the fullest extent permitted
by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose: |
(a) |
increase its share capital
by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in
that Ordinary Resolution; |
(b) |
consolidate and divide
all or any of its share capital into Shares of larger amount than its existing Shares; |
(c) |
convert all or any of its
Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination; |
(d) |
sub-divide its Shares or
any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, 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 |
(e) |
cancel Shares which, at
the date of the passing of that Ordinary 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 or, in the case of Shares without nominal par value, diminish the number
of Shares into which its capital is divided. |
Dealing
with fractions resulting from consolidation of Shares
9.2 |
Whenever, as a result of
a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members: |
(a) |
sell the Shares representing
the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company);
and |
(b) |
distribute the net proceeds
in due proportion among those Members. |
For
that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s
title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing
share capital
9.3 |
Subject to the Act and
to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution,
reduce its share capital in any way. |
10 |
Redemption and purchase
of own Shares |
Power
to issue redeemable Shares and to purchase own Shares
10.1 |
Subject to the Act and
Article 37, and to any rights for the time being conferred on the Members holding a particular class of Shares, and, where applicable,
the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company may by its directors: |
(a) |
issue Shares that are to
be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and
in the manner its directors determine before the issue of those Shares; |
(b) |
with the consent by Special
Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide
that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which
the directors determine at the time of such variation; and |
(c) |
purchase all or any of
its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time
of such purchase. |
The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including
out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
10.2 |
With respect to redeeming
or repurchasing the Shares: |
(a) |
Members who hold Public
Shares are entitled to request the redemption of such Shares in the circumstances described in Article 37.5; |
(b) |
Class B Shares held by
the Sponsor shall, following consummation of the IPO, be surrendered by the Sponsor on a pro rata basis for no consideration to the
extent that the Over-Allotment Option is not exercised in full so that the Class B Shares will at all times represent 20% of the
Company’s issued Shares after the IPO; and |
(c) |
Public Shares shall be
repurchased by way of tender offer in the circumstances set out in Article 37.5. |
Power
to pay for redemption or purchase in cash or in specie
10.3 |
When making a payment in
respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly
in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance
with Article 10.1, or otherwise by agreement with the Member holding those Shares. |
Effect
of redemption or purchase of a Share
10.4 |
Upon the date of redemption
or purchase of a Share: |
(a) |
the Member holding that
Share shall cease to be entitled to any rights in respect of the Share other than the right to receive: |
(b) |
the price for the Share;
and |
(c) |
any dividend declared in
respect of the Share prior to the date of redemption or purchase; |
(d) |
the Member’s name
shall be removed from the Register of Members with respect to the Share; and |
(e) |
the Share shall be cancelled
or held as a Treasury Shares, as the directors may determine. |
For
the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.
10.5 |
For the avoidance of doubt,
redemptions and repurchases of Shares in the circumstances described in Articles 10.2(a), 10.2(b) and 10.2(c) above shall not require
further approval of the Members. |
Power
to call meetings
11.1 |
To the extent required
by the Designated Stock Exchange, an annual general meeting of the Company shall be held no later than one year after the first financial
year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the directors and the Company
may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange) be obliged to, in each
year hold any other general meeting. |
11.2 |
The agenda of the annual
general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and the report
of the directors (if any). |
11.3 |
Annual general meetings
shall be held in New York, USA or in such other places as the directors may determine. |
11.4 |
All general meetings other
than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in
the notices calling it. |
11.5 |
The directors may call
a general meeting at any time. |
11.6 |
If there are insufficient
directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the
directors must call a general meeting for the purpose of appointing additional directors. |
11.7 |
The directors must also
call a general meeting if requisitioned in the manner set out in the next two Articles. |
11.8 |
The requisition must be
in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting. |
11.9 |
The requisition must also: |
(a) |
specify the purpose of
the meeting. |
(b) |
be signed by or on behalf
of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents
in like form signed by one or more of the requisitioners. |
(c) |
be delivered in accordance
with the notice provisions. |
11.10 |
Should the directors fail
to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call
a general meeting within three months after the end of that period. |
11.11 |
Without limitation to the
foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment
of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call
a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of
business the appointment of additional directors. |
11.12 |
Members seeking to bring
business before the annual general meeting or to nominate candidates for election as Directors at the annual general meeting must
deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the scheduled date of the annual general meeting. |
Content
of notice
11.13 |
Notice of a general meeting
shall specify each of the following: |
(a) |
the place, the date and
the hour of the meeting; |
(b) |
if the meeting is to be
held in two or more places, the technology that will be used to facilitate the meeting; |
(c) |
subject to paragraph (d),
the general nature of the business to be transacted; and |
(d) |
if a resolution is proposed
as a Special Resolution, the text of that resolution. |
11.14 |
In each notice there shall
appear with reasonable prominence the following statements: |
(a) |
that a Member who is entitled
to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and |
(b) |
that a proxyholder need
not be a Member. |
Period
of notice
11.15 |
At least five Clear Days’
notice of a general meeting must be given to Members, 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 the 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 of the Members entitled to attend and vote thereat; and |
(b) |
in the case of an extraordinary
general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less
than 95% in par value of the Shares giving that right. |
Persons
entitled to receive notice
11.16 |
Subject to the provisions
of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people: |
(b) |
persons entitled to a Share
in consequence of the death or bankruptcy of a Member; and |
Publication
of notice on a website
11.17 |
Subject to the Act or the
rules of the Designated Stock Exchange, a notice of a general meeting may be published on a website providing the recipient is given
separate notice of: |
(a) |
the publication of the
notice on the website; |
(b) |
the place on the website
where the notice may be accessed; |
(c) |
how it may be accessed;
and |
(d) |
the place, date and time
of the general meeting. |
11.18 |
If a Member notifies the
Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting
to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have received notice
of the meeting. |
Time
a website notice is deemed to be given
11.19 |
A website notice is deemed
to be given when the Member is given notice of its publication. |
Required
duration of publication on a website
11.20 |
Where the notice of meeting
is published on a website, it shall continue to be published in the same place on that website from the date of the notification
until at least the conclusion of the meeting to which the notice relates. |
Accidental
omission to give notice or non-receipt of notice
11.21 |
Proceedings at a meeting
shall not be invalidated by the following: |
(a) |
an accidental failure to
give notice of the meeting to any person entitled to notice; or |
(b) |
non-receipt of notice of
the meeting by any person entitled to notice. |
11.22 |
In addition, where a notice
of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published: |
(a) |
in a different place on
the website; or |
(b) |
for part only of the period
from the date of the notification until the conclusion of the meeting to which the notice relates. |
12 |
Proceedings at meetings
of Members |
Quorum
12.1 |
Save as provided in the
following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. One or more Members
who together hold not less than a majority of the issued and outstanding Shares entitled to attend and vote at such meeting being
individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or
proxy shall be a quorum. |
Lack
of quorum
12.2 |
If a quorum is not present
within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following
provisions apply: |
(a) |
If the meeting was requisitioned
by Members, it shall be cancelled. |
(b) |
In any other case, the
meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the
directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall be
dissolved. |
Use
of technology
12.3 |
A person may participate
in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all
persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this
way is deemed to be present in person at the meeting. |
Chairman
12.4 |
The chairman of a general
meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the
absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting,
the directors present shall elect one of their number to chair the meeting. |
12.5 |
If no director is present
within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in
person or by proxy and entitled to vote shall choose one of their number to chair the meeting. |
Right
of a director to attend and speak
12.6 |
Even if a director is not
a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular
class of Shares in the Company. |
Adjournment
12.7 |
The chairman may at any
time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting if so directed
by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been
transacted at the original meeting. |
12.8 |
Should a meeting be adjourned
for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least five Clear Days’
notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it
shall not be necessary to give any notice of the adjournment. |
Method
of voting
12.9 |
A resolution put to the
vote of the meeting shall be decided on a poll. |
Taking
of a poll
12.10 |
A poll demanded on the
question of adjournment shall be taken immediately. |
12.11 |
A poll demanded on any
other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being
more than 30 Clear Days after the poll was demanded. |
12.12 |
The demand for a poll shall
not prevent the meeting continuing to transact any business other than the question on which the poll was demanded. |
12.13 |
A poll shall be taken in
such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring
the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers
in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn
the holding of the poll to a date, place and time when that can occur. |
Chairman’s
casting vote
12.14 |
If the votes on a resolution
are equal, the chairman may if he wishes exercise a casting vote. |
Amendments
to resolutions
12.15 |
An Ordinary Resolution
to be proposed at a general meeting may be amended by Ordinary Resolution if: |
(a) |
not less than 48 hours
before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment
is given to the Company in writing by a Member entitled to vote at that meeting; and |
(b) |
the proposed amendment
does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. |
12.16 |
A Special Resolution to
be proposed at a general meeting may be amended by Ordinary Resolution, if: |
(a) |
the chairman of the meeting
proposes the amendment at the general meeting at which the resolution is to be proposed, and |
(b) |
the amendment does not
go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution. |
12.17 |
If the chairman of the
meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does
not invalidate the vote on that resolution. |
Written
resolutions
12.18 |
Members may pass a resolution
in writing without holding a meeting if the following conditions are met: |
(a) |
all Members entitled so
to vote are given notice of the resolution as if the same were being proposed at a meeting of Members; |
(b) |
all Members entitled so
to vote : |
|
(ii) |
sign several documents
in the like form each signed by one or more of those Members; and |
(c) |
the signed document or
documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic
means to the address specified for that purpose. |
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
12.19 |
If a written resolution
is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly. |
12.20 |
The directors may determine
the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution,
for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the
resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as
abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. |
Sole-member
company
12.21 |
If the Company has only
one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution
and the minute of it. |
13 |
Voting rights of Members |
Right
to vote
13.1 |
Unless their Shares carry
no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general
meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that
class of Shares. |
13.2 |
Members may vote in person
or by proxy. |
13.3 |
Every Member shall have
one vote for each Share he holds, unless any Share carries special voting rights. |
13.4 |
A fraction of a Share shall
entitle its holder to an equivalent fraction of one vote. |
13.5 |
No Member is bound to vote
on his Shares or any of them; nor is he bound to vote each of his Shares in the same way. |
Rights
of joint holders
13.6 |
If Shares are held jointly,
only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in
respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes of the other joint
holder. |
Representation
of corporate Members
13.7 |
Save where otherwise provided,
a corporate Member must act by a duly authorised representative. |
13.8 |
A corporate Member wishing
to act by a duly authorised representative must identify that person to the Company by notice in writing. |
13.9 |
The authorisation may be
for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which
it is first used. |
13.10 |
The directors of the Company
may require the production of any evidence which they consider necessary to determine the validity of the notice. |
13.11 |
Where a duly authorised
representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative
are personal acts of that Member. |
13.12 |
A corporate Member may
revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect
the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice
of the revocation. |
13.13 |
If a clearing house (or
its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any
meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class
of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article
shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and
powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the
clearing house (or its nominee(s)). |
Member
with mental disorder
13.14 |
A Member in respect of
whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental
disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court. |
13.15 |
For the purpose of the
preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to
vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified
for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall
not be exercisable. |
Objections
to admissibility of votes
13.16 |
An objection to the validity
of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered.
Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive. |
Form
of proxy
13.17 |
An instrument appointing
a proxy shall be in any common form or in any other form approved by the directors. |
13.18 |
The instrument must be
in writing and signed in one of the following ways: |
(b) |
by the Member’s authorised
attorney; or |
(c) |
if the Member is a corporation
or other body corporate, under seal or signed by an authorised officer, secretary or attorney. |
If
the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and
otherwise satisfying the Articles about authentication of Electronic Records.
13.19 |
The directors may require
the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy. |
13.20 |
A Member may revoke the
appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies;
but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual
notice of the revocation. |
How
and when proxy is to be delivered
13.21 |
Subject to the following
Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially
or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote.
They must be delivered in either of the following ways: |
(a) |
In the case of an instrument
in writing, it must be left at or sent by post: |
|
(i) |
to the registered office
of the Company; or |
|
(ii) |
to such other place specified
in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting. |
(b) |
If, pursuant to the notice
provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must
be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: |
|
(i) |
in the notice convening
the meeting; or |
|
(ii) |
in any form of appointment
of a proxy sent out by the Company in relation to the meeting; or |
|
(iii) |
in any invitation to appoint
a proxy issued by the Company in relation to the meeting. |
13.22 |
Where a poll is taken: |
(a) |
if it is taken more than
seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record
of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking
of the poll; |
(b) |
but if it to be taken within
seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record
of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the
taking of the poll. |
13.23 |
If the form of appointment
of proxy is not delivered on time, it is invalid. |
Voting
by proxy
13.24 |
A proxy shall have the
same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing
him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting.
If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid. |
Unless
otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and there shall be no maximum.
15 |
Appointment, disqualification
and removal of directors |
No
age limit
15.1 |
There is no age limit for
directors save that they must be aged at least 18 years. |
Corporate
directors
15.2 |
Unless prohibited by law,
a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate Members at
general meetings apply, mutatis mutandis, to the Articles about directors’ meetings. |
No
shareholding qualification
15.3 |
Unless a shareholding qualification
for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment. |
Appointment
and removal of directors
15.4 |
The directors shall be
divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as nearly equal as possible.
Immediately prior to the consummation of the IPO, the existing directors shall by resolution classify themselves as Class I, Class
II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s first annual general
meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual general meeting and
the Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at
the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after
their election. All directors shall hold office until the expiration of their respective terms of office and until their successors
shall have been elected and qualified. |
15.5 |
Prior to the closing of
a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a director
or may by Ordinary Resolution of the holders of the Class B Shares remove any director. For the avoidance of doubt, prior to the
closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any director.
Prior to the closing of a Business Combination, this Article may only be amended by a Special Resolution passed by holders representing
at least 90% of the outstanding Class B Shares. |
15.6 |
Subject to Article 15.4
and 15.5, the Company may by Ordinary Resolution appoint any person to be a director. |
15.7 |
Subject to death, resignation
or removal, and with the exception of those directors appointed prior to the first annual general meeting of the Company, each director
shall serve a term of office that will expire at the third succeeding annual general meeting after their appointment or election. |
15.8 |
A director may be removed
from office with or without cause by: |
(a) |
(following the consummation
of the Business Combination but not at any time before) an Ordinary Resolution passed at a meeting of Members called for the purposes
of removing the director or for purposes including the removal of the director; or |
(b) |
subject to Article 15.4
and 15.5, a resolution of directors passed at a meeting of directors. |
15.9 |
The directors shall have
power at any time to appoint any person to be a director who: |
(a) |
is recommended as a director
nominee by a majority of the Independent Directors; and |
(b) |
is willing to act as a
director, |
either
to fill a vacancy or as an additional director. A director elected to fill a vacancy resulting from the death, resignation or removal
of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such
vacancy and until his successor shall have been elected and qualified. For the avoidance of doubt, prior to the closing of a Business
Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any director. After the closing of
a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove
any director.
15.10 |
Notwithstanding the other
provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal
representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to
be a director. For the purpose of this Article: |
(a) |
where two or more shareholders
die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder; |
(b) |
if the last shareholder
died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of
the residuary estate, or otherwise): |
|
(i) |
the expression personal
representatives of the last shareholder means: |
|
(A) |
until a grant of probate
in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who
are living at the time the power of appointment under this Article is exercised; and |
|
(B) |
after such grant of probate
has been obtained, only such of those executors who have proved that will; |
|
(ii) |
without derogating from
section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article
without first obtaining a grant of probate. |
15.11 |
A remaining director may
appoint a director even though there is not a quorum of directors. |
15.12 |
No appointment can cause
the number of directors to exceed the maximum; and any such appointment shall be invalid. |
15.13 |
For so long as Shares are
listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law
or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated Stock
Exchange. |
Resignation
of directors
15.14 |
A director may at any time
resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record
delivered in either case in accordance with those provisions. |
15.15 |
Unless the notice specifies
a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company. |
Termination
of the office of director
15.16 |
A director’s office
shall be terminated forthwith if: |
(a) |
he is prohibited by the
law of the Cayman Islands from acting as a director; or |
(b) |
he is made bankrupt or
makes an arrangement or composition with his creditors generally; or |
(c) |
in the opinion of a registered
medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or |
(d) |
he is made subject to any
law relating to mental health or incompetence, whether by court order or otherwise; |
(e) |
without the consent of
the other directors, he is absent from meetings of directors for a continuous period of six months; or |
(f) |
all of the other directors
(being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the
other directors at a meeting of the directors duly convened and held in accordance with the Articles or by a resolution in writing
signed by all of the other directors. |
Appointment
and removal
Until
the consummation of a Business Combination, a director may not appoint an alternate. Following the consummation of a Business Combination,
Articles 16.2 to 16.5 inclusive shall apply.
Subject
to Article 16.1, any director may appoint any other person, including another director, to act in his place as an alternate director.
No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given
to each other director by either of the following methods:
(a) |
by notice in writing in
accordance with the notice provisions; |
(b) |
if the other director has
an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be
the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient
in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the
email address of the Company pursuant to Article 16.4(c)). |
16.1 |
Without limitation to the
preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing
them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without
the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 16.4. |
16.2 |
A director may revoke his
appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to
the other directors. Such notice must be given by either of the methods specified in Article 16.2. |
16.3 |
A notice of appointment
or removal of an alternate director must also be given to the Company by any of the following methods: |
(a) |
by notice in writing in
accordance with the notice provisions; |
(b) |
if the Company has a facsimile
address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending
by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the
facsimile copy being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken to be given on the
date of an error-free transmission report from the sender’s fax machine; |
(c) |
if the Company has an email
address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by
emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment
(in either case, the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken
to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or |
(d) |
if permitted pursuant to
the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. |
Notices
16.4 |
All notices of meetings
of directors shall continue to be given to the appointing director and not to the alternate. |
Rights
of alternate director
16.5 |
An alternate director shall
be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is
not personally present, and generally to perform all the functions of the appointing director in his absence. |
16.6 |
For the avoidance of doubt: |
(a) |
if another director has
been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director
and in right of each other director for whom he has been appointed an alternate; and |
(b) |
if a person other than
a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right
of each director for whom he has been appointed an alternate. |
16.7 |
An alternate director,
however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director. |
Appointment
ceases when the appointer ceases to be a director
16.8 |
An alternate director shall
cease to be an alternate director if the director who appointed him ceases to be a director. |
Status
of alternate director
16.9 |
An alternate director shall
carry out all functions of the director who made the appointment. |
16.10 |
Save where otherwise expressed,
an alternate director shall be treated as a director under these Articles. |
16.11 |
An alternate director is
not the agent of the director appointing him. |
16.12 |
An alternate director is
not entitled to any remuneration for acting as alternate director. |
Status
of the director making the appointment
16.13 |
A director who has appointed
an alternate is not thereby relieved from the duties which he owes the Company. |
Powers
of directors
17.1 |
Subject to the provisions
of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose
exercise all the powers of the Company. |
17.2 |
No prior act of the directors
shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act,
following the consummation of the IPO Members may by Special Resolution validate any prior or future act of the directors which would
otherwise be in breach of their duties. |
Appointments
to office
17.3 |
The directors may appoint
a director: |
(a) |
as chairman of the board
of directors; |
(b) |
as vice-chairman of the
board of directors; |
(c) |
as managing director; |
(d) |
to any other executive
office |
for
such period and on such terms, including as to remuneration, as they think fit.
17.4 |
The appointee must consent
in writing to holding that office. |
17.5 |
Where a chairman is appointed
he shall, unless unable to do so, preside at every meeting of directors. |
17.6 |
If there is no chairman,
or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one
of their number to act in place of the chairman should he ever not be available. |
17.7 |
Subject to the provisions
of the Act, the directors may also appoint any person, who need not be a director: |
(b) |
to any office that may
be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial officer,
a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant secretaries), |
for
such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given
any title the directors decide.
17.8 |
The Secretary or Officer
must consent in writing to holding that office. |
17.9 |
A director, Secretary or
other Officer of the Company may not hold the office, or perform the services, of Auditor. |
Remuneration
17.10 |
The remuneration to be
paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall
be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether prior to or after
the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection
with activities on behalf of the Company, including identifying and consummating a Business Combination. |
17.11 |
Remuneration may take any
form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any
other person connected to or related to him. |
17.12 |
Unless his fellow directors
determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company
which is in the same group as the Company or which has common shareholdings. |
Disclosure
of information
17.13 |
The directors may release
or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register
of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release
or disclose to a third party any such information in his possession) if: |
(a) |
the Company or that person,
as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or |
(b) |
such disclosure is in compliance
with the rules of any stock exchange upon which the Company’s shares are listed; or |
(c) |
such disclosure is in accordance
with any contract entered into by the Company; or |
(d) |
the directors are of the
opinion such disclosure would assist or facilitate the Company’s operations. |
Power
to delegate any of the directors’ powers to a committee
18.1 |
The directors may delegate
any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include
non-directors so long as the majority of those persons are directors. |
18.2 |
The delegation may be collateral
with, or to the exclusion of, the directors’ own powers. |
18.3 |
The delegation may be on
such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any
delegation must be capable of being revoked or altered by the directors at will. |
18.4 |
Unless otherwise permitted
by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors. |
Power
to appoint an agent of the Company
18.5 |
The directors may appoint
any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that
person to delegate all or any of that person’s powers. The directors may make that appointment: |
(a) |
by causing the Company
to enter into a power of attorney or agreement; or |
(b) |
in any other manner they
determine. |
Power
to appoint an attorney or authorised signatory of the Company
18.6 |
The directors may appoint
any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company.
The appointment may be: |
(b) |
with the powers, authorities
and discretions; |
(d) |
subject to such conditions |
as
they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under
these Articles. The directors may do so by power of attorney or any other manner they think fit.
18.7 |
Any power of attorney or
other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised
signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory
to delegate all or any of the powers, authorities and discretions vested in that person. |
Power
to appoint a proxy
18.8 |
Any director may appoint
any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then
for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director. |
18.9 |
Articles 16.1 to 16.5 inclusive
(relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by
directors. |
18.10 |
A proxy is an agent of
the director appointing him and is not an officer of the Company. |
Regulation
of directors’ meetings
19.1 |
Subject to the provisions
of these Articles, the directors may regulate their proceedings as they think fit. |
Calling
meetings
19.2 |
Any director may call a
meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director. |
Notice
of meetings
19.3 |
Every director shall be
given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral.
Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement. |
Period
of notice
19.4 |
At least five Clear Days’
notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice with the consent of all
directors. |
Use
of technology
19.5 |
A director may participate
in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing
all persons participating in the meeting are able to hear and speak to each other throughout the meeting. |
19.6 |
A director participating
in this way is deemed to be present in person at the meeting. |
Place
of meetings
19.7 |
If all the directors participating
in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. |
Quorum
19.8 |
The quorum for the transaction
of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one
director. |
Voting
19.9 |
A question which arises
at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting
vote. |
Validity
19.10 |
Anything done at a meeting
of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be
a director, or was otherwise not entitled to vote. |
Recording
of dissent
19.11 |
A director present at a
meeting of directors shall be presumed to have assented to any action taken at that meeting unless: |
(a) |
his dissent is entered
in the minutes of the meeting; or |
(b) |
he has filed with the meeting
before it is concluded signed dissent from that action; or |
(c) |
he has forwarded to the
Company as soon as practical following the conclusion of that meeting signed dissent. |
A
director who votes in favour of an action is not entitled to record his dissent to it.
Written
resolutions
19.12 |
The directors may pass
a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each
signed by one or more of those directors. |
19.13 |
Despite the foregoing,
a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed
by the appointing director. If a written resolution is signed personally by the appointing director, it need not also be signed by
his alternate or proxy. |
19.14 |
Such written resolution
shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having
been passed on the day and at the time that the last director signs. |
Sole
director’s minute
19.15 |
Where a sole director signs
a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms. |
20 |
Permissible directors’
interests and disclosure |
Permissible
interests subject to disclosure
20.1 |
Save as expressly permitted
by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly
conflict with the interests of the Company. |
20.2 |
If, notwithstanding the
prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest
or duty in accordance with the next Article, he may: |
(a) |
be a party to, or otherwise
interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested; or |
(b) |
be interested in another
body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director,
secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other
body corporate. |
20.3 |
Such disclosure may be
made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature
and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or
arrangements with the Company or in which the Company has any material interest. |
20.4 |
If a director has made
disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company
for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest
in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest
or benefit. |
Notification
of interests
20.5 |
For the purposes of the
preceding Articles: |
(a) |
a general notice that a
director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice
in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure
that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and |
(b) |
an interest of which a
director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of
his. |
Voting
where a director is interested in a matter
20.6 |
A director may vote at
a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or
indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards
a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted. |
20.7 |
Where proposals are under
consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate
in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each
of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning
his or her own appointment. |
The
Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.
Accounting
and other records
22.1 |
The directors must ensure
that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the
requirements of the Act. |
No
automatic right of inspection
22.2 |
Members are only entitled
to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or
passed by Ordinary Resolution. |
Sending
of accounts and reports
22.3 |
The Company’s accounts
and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant
to any law shall be treated as properly sent to that person if: |
(a) |
they are sent to that person
in accordance with the notice provisions: or |
(b) |
they are published on a
website providing that person is given separate notice of: |
|
(i) |
the fact that publication
of the documents has been published on the website; |
|
(ii) |
the address of the website;
and |
|
(iii) |
the place on the website
where the documents may be accessed; and |
|
(iv) |
how they may be accessed. |
22.4 |
If, for any reason, a person
notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that
person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received
the documents under the next Article. |
Time
of receipt if documents are published on a website
22.5 |
Documents sent by being
published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the
date of the meeting at which they are to be laid if: |
(a) |
the documents are published
on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion
of the meeting; and |
(b) |
the person is given at
least five Clear Days’ notice of the hearing. |
Validity
despite accidental error in publication on website
22.6 |
If, for the purpose of
a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that
meeting are not invalidated merely because: |
(a) |
those documents are, by
accident, published in a different place on the website to the place notified; or |
(b) |
they are published for
part only of the period from the date of notification until the conclusion of that meeting. |
Audit
22.7 |
The directors may appoint
an Auditor of the Company who shall hold office on such terms as the directors determine. |
22.8 |
The directors may delegate
any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more
Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance
Committee). Any such delegation may be made subject to any conditions the directors may impose and either collaterally with or to
the exclusion of their own powers and any such delegation may be revoked or altered by the directors. Subject to any such conditions,
the proceedings of a committee of directors shall be governed by the Articles regulating the proceedings of directors, so far as
they are capable of applying. The composition and responsibilities of each of the Audit Committee, the Compensation Committee and
the Nominating and Corporate Governance Committee shall comply with the rules and regulations of the SEC and the Designated Stock
Exchange and the directors may adopt formal written charters for such committees. Each of these committees shall be empowered to
do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the directors
may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or
any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial
quarter, or more frequently as circumstances dictate. |
22.9 |
The Audit Committee shall
monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with
the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the
IPO. |
22.10 |
At least one member of
the Audit Committee shall be an “audit committee financial expert” as determined by the rules and regulations of the
Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law. The “audit
committee financial expert” shall have such past employment experience in finance or accounting, requisite professional certification
in accounting, or any other comparable experience or background which results in the individual’s financial sophistication. |
22.11 |
If the Shares are listed
or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on
an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest. |
22.12 |
The remuneration of the
Auditor shall be fixed by the Audit Committee (if one exists). |
22.13 |
If the office of Auditor
becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability
at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor. |
22.14 |
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 Auditor. |
22.15 |
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 in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the
next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of
Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general
meeting of the Members. |
Unless
the directors otherwise specify, the financial year of the Company:
(a) |
shall end on 31st December
in the year of its incorporation and each following year; and |
(b) |
shall begin when it was
incorporated and on 1st January each following year. |
Except
to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:
(a) |
calling a general meeting; |
(b) |
declaring or paying a dividend; |
(c) |
making or issuing an allotment of Shares; or |
(d) |
conducting any other business required pursuant to
these Articles. |
|
|
(e) |
The record date may be before or after the date on
which a dividend, allotment or issue is declared, paid or made. |
Declaration
of dividends by Members
25.1 |
Subject to the provisions
of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but
no dividend shall exceed the amount recommended by the directors. |
Payment
of interim dividends and declaration of final dividends by directors
25.2 |
The directors may pay interim
dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are
justified by the financial position of the Company and that such dividends may lawfully be paid. |
25.3 |
Subject to the provisions
of the Act, in relation to the distinction between interim dividends and final dividends, the following applies: |
(a) |
Upon determination to pay
a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration
until such time as payment is made. |
(b) |
Upon declaration of a dividend
or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration,
the due date to be the date the dividend is stated to be payable in the resolution. |
If
the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
25.4 |
In relation to Shares carrying
differing rights to dividends or rights to dividends at a fixed rate, the following applies: |
(a) |
If the share capital is
divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred rights with regard
to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares
carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. |
(b) |
The directors may also
pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of
the Company lawfully available for distribution to justify the payment. |
(c) |
If the directors act in
good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members
may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. |
Apportionment
of dividends
25.5 |
Except as otherwise provided
by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which
the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the
time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for
dividend as from a particular date, that Share shall rank for dividend accordingly. |
Right
of set off
25.6 |
The directors may deduct
from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call
or otherwise in relation to a Share. |
Power
to pay other than in cash
25.7 |
If the directors so determine,
any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty
arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example,
they may do any one or more of the following: |
(a) |
issue fractional Shares; |
(b) |
fix the value of assets
for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members;
and |
(c) |
vest some assets in trustees. |
How
payments may be made
25.8 |
A dividend or other monies
payable on or in respect of a Share may be paid in any of the following ways: |
(a) |
if the Member holding that
Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or |
(b) |
by cheque or warrant sent
by post to the registered address of the Member holding that Share or other person entitled to that Share. |
25.9 |
For the purpose of paragraph
(a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the
bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable law or regulation,
the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his
nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge
to the Company. |
25.10 |
If two or more persons
are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder
(Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: |
(a) |
to the registered address
of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of the deceased or bankrupt
holder, as the case may be; or |
(b) |
to the address or bank
account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. |
25.11 |
Any Joint Holder of a Share
may give a valid receipt for a dividend (or other amount) payable in respect of that Share. |
Dividends
or other moneys not to bear interest in absence of special rights
25.12 |
Unless provided for by
the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest. |
Dividends
unable to be paid or unclaimed
25.13 |
If a dividend cannot be
paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account
in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect
of that account and the dividend shall remain a debt due to the Member. |
25.14 |
A dividend that remains
unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the
Company. |
26 |
Capitalisation of profits |
Capitalisation
of profits or of any share premium account or capital redemption reserve
26.1 |
The directors may resolve
to capitalise: |
(a) |
any part of the Company’s
profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or |
(b) |
any sum standing to the
credit of the Company’s share premium account or capital redemption reserve, if any. |
The
amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way
of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:
(a) |
by paying up the amounts
unpaid on that Member’s Shares; |
(b) |
by issuing Fully Paid Shares,
debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares
issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares
rank for dividend while those Original Shares remain partly paid. |
Applying
an amount for the benefit of members
26.2 |
The amount capitalised
must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount
capitalised had been distributed as a dividend. |
26.3 |
Subject to the Act, if
a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate
to that Member or pay him the cash equivalent of the fraction. |
Directors
to maintain share premium account
27.1 |
The directors shall establish
a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal
to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the
Act. |
Debits
to share premium account
27.2 |
The following amounts shall
be debited to any share premium account: |
(a) |
on the redemption or purchase
of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and |
(b) |
any other amount paid out
of a share premium account as permitted by the Act. |
27.3 |
Notwithstanding the preceding
Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and
the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. |
Company
seal
28.1 |
The Company may have a
seal if the directors so determine. |
Duplicate
seal
28.2 |
Subject to the provisions
of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman Islands. Each duplicate
seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have
added on its face the name of the place where it is to be used. |
When
and how seal is to be used
28.3 |
A seal may only be used
by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed
in one of the following ways: |
(a) |
by a director (or his alternate)
and the Secretary; or |
(b) |
by a single director (or
his alternate). |
If
no seal is adopted or used
28.4 |
If the directors do not
adopt a seal, or a seal is not used, a document may be executed in the following manner: |
(a) |
by a director (or his alternate)
or any Officer to which authority has been delegated by resolution duly adopted by the directors; or |
(b) |
by a single director (or
his alternate); or |
(c) |
in any other manner permitted
by the Act. |
Power
to allow non-manual signatures and facsimile printing of seal
28.5 |
The directors may determine
that either or both of the following applies: |
(a) |
that the seal or a duplicate
seal need not be affixed manually but may be affixed by some other method or system of reproduction; |
(b) |
that a signature required
by these Articles need not be manual but may be a mechanical or Electronic Signature. |
Validity
of execution
28.6 |
If a document is duly executed
and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the
Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company
ceased to be the Secretary or hold that office and authority on behalf of the Company. |
Indemnity
29.1 |
To the maximum extent permitted
by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other
Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against: |
(a) |
all actions, proceedings,
costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary or Officer in
or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s
or Officer’s duties, powers, authorities or discretions; and |
(b) |
without limitation to paragraph
(a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending (whether successfully
or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning
the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. |
No
such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud,
wilful default or wilful neglect.
29.2 |
To the extent permitted
by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for
any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph
(a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company
to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs. |
Release
29.3 |
To the extent permitted
by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director),
Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or
in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no
release from liability arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect. |
Insurance
29.4 |
To the extent permitted
by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons
against risks determined by the directors, other than liability arising out of that person’s own dishonesty: |
(a) |
an existing or former director
(including alternate director), Secretary or Officer or auditor of: |
|
(ii) |
a company which is or was
a subsidiary of the Company; |
|
(iii) |
a company in which the
Company has or had an interest (whether direct or indirect); and |
29.5 |
a trustee of an employee
or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested. |
Form
of notices
30.1 |
Save where these Articles
provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be: |
(a) |
in writing signed by or
on behalf of the giver in the manner set out below for written notices; or |
(b) |
subject to the next Article,
in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles
about authentication of Electronic Records; or |
(c) |
where these Articles expressly
permit, by the Company by means of a website. |
Electronic
communications
30.2 |
Without limitation to Articles
16.2 to 16.5 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 18.8 to 18.10
inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company in an Electronic Record
if: |
(a) |
the directors so resolve; |
(b) |
the resolution states how
an Electronic Record may be given and, if applicable, specifies an email address for the Company; and |
(c) |
the terms of that resolution
are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the
resolution was passed. |
If
the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.
30.3 |
A notice may not be given
by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which
notice may be sent. |
Persons
authorised to give notices
30.4 |
A notice by either the
Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary
of the Company or a Member. |
Delivery
of written notices
30.5 |
Save where these Articles
provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or
director’s registered address or the Company’s registered office, or posted to that registered address or registered
office. |
Joint
holders
30.6 |
Where Members are joint
holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members. |
Signatures
30.7 |
A written notice shall
be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption
by the giver. |
30.8 |
An Electronic Record may
be signed by an Electronic Signature. |
Evidence
of transmission
30.9 |
A notice given by Electronic
Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if
no notification of failure to transmit is received by the giver. |
30.10 |
A notice given in writing
shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and
posted, or that the written notice was otherwise properly transmitted to the recipient. |
Giving
notice to a deceased or bankrupt Member
30.11 |
A notice may be given by
the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it,
in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives
of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the
persons claiming to be so entitled. |
30.12 |
Until such an address has
been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. |
Date
of giving notices
30.13 |
A notice is given on the
date identified in the following table. |
Method
for giving notices |
|
When
taken to be given |
Personally |
|
At the time and date of
delivery |
By leaving it at the member’s
registered address |
|
At the time and date it
was left |
If the recipient has an
address within the Cayman Islands, by posting it by prepaid post to the street or postal address of that recipient |
|
48 hours after it was posted |
If the recipient has an
address outside the Cayman Islands, by posting it by prepaid airmail to the street or postal address of that recipient |
|
3 Clear Days after posting |
By Electronic Record (other
than publication on a website), to recipient’s Electronic address |
|
Within 24 hours after it
was sent |
By publication on a website |
|
See
the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website |
Saving
provision
30.14 |
None of the preceding notice
provisions shall derogate from the Articles about the delivery of written resolutions of directors and written resolutions of Members. |
31 |
Authentication of Electronic
Records |
Application
of Articles
31.1 |
Without limitation to any
other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic
means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either
Article 31.2 or Article 31.4 applies. |
Authentication
of documents sent by Members by Electronic means
31.2 |
An Electronic Record of
a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to
be authentic if the following conditions are satisfied: |
(a) |
the Member or each Member,
as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form
signed by one or more of those Members; and |
(b) |
the Electronic Record of
the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance
with these Articles for the purpose for which it was sent; and |
(c) |
Article 31.7 does not apply. |
31.3 |
For example, where a sole
Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission
to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that
Member unless Article 31.7 applies. |
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
31.4 |
An Electronic Record of
a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall
be deemed to be authentic if the following conditions are satisfied: |
(a) |
the Secretary or the Officer
or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents
in like form signed by the Secretary or one or more of those Officers; and |
(b) |
the Electronic Record of
the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified
in accordance with these Articles for the purpose for which it was sent; and |
(c) |
Article 31.7 does not apply. |
This
Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the
Company.
31.5 |
For example, where a sole
director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email
sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of
that director unless Article 31.7 applies. |
Manner
of signing
31.6 |
For the purposes of these
Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any
other manner permitted by these Articles. |
Saving
provision
31.7 |
A notice, written resolution
or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably: |
(a) |
believes that the signature
of the signatory has been altered after the signatory had signed the original document; or |
(b) |
believes that the original
document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original
document; or |
(c) |
otherwise doubts the authenticity
of the Electronic Record of the document |
and
the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender
may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
32 |
Transfer by way of continuation |
32.1 |
The Company may, by Special
Resolution, resolve to be registered by way of continuation in a jurisdiction outside: |
(a) |
the Cayman Islands; or |
(b) |
such other jurisdiction
in which it is, for the time being, incorporated, registered or existing. |
32.2 |
To give effect to any resolution
made pursuant to the preceding Article, the directors may cause the following: |
(a) |
an application be made
to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the
time being incorporated, registered or existing; and |
(b) |
all such further steps
as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
Distribution
of assets in specie
33.1 |
If the Company is wound
up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the
liquidator to do either or both of the following: |
(a) |
to divide in specie among
the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the
division shall be carried out as between the Members or different classes of Members; |
(b) |
to vest the whole or any
part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up. |
No
obligation to accept liability
33.2 |
No Member shall be compelled
to accept any assets if an obligation attaches to them. |
The
directors are authorised to present a winding up petition
33.3 |
The directors have the
authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company
without the sanction of a resolution passed at a general meeting. |
34 |
Amendment of Memorandum
and Articles |
Power
to change name or amend Memorandum
34.1 |
Subject to the Act and
Article 34.2, the Company may, by Special Resolution: |
(b) |
change the provisions of
its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |
Power
to amend these Articles
34.2 |
Subject to the Act and
as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part save that no amendment
may be made to the Memorandum or Articles to amend: |
(a) |
Article 37 prior to the
Business Combination unless the holders of the Public Shares are provided with the opportunity to redeem their Public Shares upon
the approval of any such amendment in the manner and for the price as set out in Article 37.11; or |
(b) |
this Article 34.2 during
the Target Business Acquisition Period; and |
(c) |
Article 15.5 unless in
accordance with the terms thereof. |
35 |
Mergers and Consolidations |
The
Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as
the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
36 |
Class B Share Conversion |
36.1 |
Save and except for the
conversion rights referred to in this Article 36 and as otherwise set out in these Articles, subject to Article 2.10, the rights
attaching to all Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together
as a single class on all matters. |
36.2 |
Class B Shares shall automatically
convert into Class A Shares on a one for one basis (the Conversion Ratio): (a) at any time and from time to time at the option
of the holders thereof; and (b) automatically on the day of the closing of a Business Combination. |
36.3 |
In order to give effect
to the Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed
issued, by the Company in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Class
B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at the Conversion
Ratio (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will
equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon
completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business
Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and
any private placement warrants issued to the Sponsor or its Affiliates upon conversion of working capital loans made to the Company. |
36.4 |
Notwithstanding anything
to the contrary contained herein, the Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional
Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then
in issue consenting or agreeing separately as a separate class in the manner provided in Article 2.10 hereof. |
36.5 |
The Conversion Ratio shall
also take into account any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation
or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise)
or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring
after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification
or recapitalisation of the Class B Shares in issue. |
36.6 |
Each Class B Share shall
convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of
Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to
the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the
Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class
B Shares in issue at the time of conversion. |
36.7 |
References in this Article
to “converted”, “conversion” or “exchange” shall mean the compulsory redemption without notice
of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such
new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give
effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange
will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member
or in such name as the Member may direct. |
36.8 |
Notwithstanding anything
to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than the Conversion
Ratio. |
37.1 |
Articles 37.1 to 37.11
shall terminate upon consummation of any Business Combination. |
37.2 |
The Company has until 28
months from the closing of the IPO to consummate a Business Combination, provided however that if the board of directors anticipates
that the Company may not be able to consummate a Business Combination within 28 months of the closing of the IPO, the Company may,
by resolution of directors, if requested by the Sponsor, extend the period of time to consummate a Business Combination up to eight
times, each by an additional one month (for a total of up to 36 months to complete a Business Combination), subject to the Sponsor
depositing additional funds into the Trust Account in accordance with the terms as set out in the trust agreement governing the Trust
Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination within
28 months from the closing of the IPO or within up to 36 months from the closing of the IPO (subject in the latter case to valid
one month extensions having been made in each case (such date falling 28 months or up to 36 months, as applicable, after the closing
of the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares
(an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations
except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to
redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the
applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject
to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations
under the Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption
Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account
with respect to their Public Shares. |
37.3 |
Unless a shareholder vote
is required by law or the rules of the Designated Stock Exchange, or, at the sole discretion of the directors, the directors determine
to hold a shareholder vote for business or other reasons, the Company may enter into a Business Combination without submitting such
Business Combination to its Members for approval. |
37.4 |
Although not required,
in the event that a shareholder vote is held, and a majority of the votes of the Shares entitled to vote thereon which were present
at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be
authorised to consummate the Business Combination. |
(a) |
In the event that a Business
Combination is consummated by the Company other than in connection with a shareholder vote under Article 37.4, the Company will,
subject to as provided below, offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E of the
Exchange Act and subject to any limitations (including but not limited to cash requirements) set forth in the definitive transaction
agreements related to the initial Business Combination (the Tender Redemption Offer), provided however that the Company shall
not redeem those Shares held by the Initial Shareholders or their Affiliates or the directors or officers of the Company pursuant
to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company will file tender offer
documents with the SEC prior to consummating the Business Combination which contain substantially the same financial and other information
about the Business Combination and the redemption rights as would be required in a proxy solicitation pursuant to Regulation 14A
of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for a minimum of 20 Business
Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period. If in the event
a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender offer,
the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis,
cash equal to the applicable Per-Share Redemption Price. |
(b) |
In the event that a Business
Combination is consummated by the Company in connection with a shareholder vote held pursuant to Article 37.4 in accordance with
a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption Offer), the Company will, subject as provided
below, offer to redeem the Public Shares, other than those Shares held by the Initial Shareholders or their Affiliates or the directors
or officers of the Company, regardless of whether such shares are voted for or against the Business Combination, for cash, on a pro
rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the Company
shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors or officers of the Company pursuant
to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any other redeeming Member who either
individually or together with any Affiliate of his or any other person with whom he is acting in concert or as a “group”
(as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without the consent of the directors,
more than fifteen percent (15%) of the total Public Shares sold in the IPO. |
(c) |
The Company will not consummate
any Business Combination unless it (or any successor) (i) has net tangible assets of at least US$5,000,001 upon consummation of such
Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as
amended. |
37.6 |
A holder of Public Shares
shall be entitled to receive distributions from the Trust Account only in the event of an Automatic Redemption Event, an Amendment
Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination is consummated.
In no other circumstances shall a holder of Public Shares have any right or interest of any kind in or to the Trust Account. |
37.7 |
Except in connection with
the conversion of Class B Shares into Class A Shares pursuant to Article 36 where the holders of such Shares have waived any right
to receive funds from the Trust Account, prior to a Business Combination, the Company will not issue any securities (other than Public
Shares) that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination. |
37.8 |
In the event the Company
enters into a Business Combination with a company that is Affiliated with the Sponsor or any of the directors or officers of the
Company, the Company will obtain an opinion from an independent investment banking firm or independent accounting firm that such
a Business Combination is fair to the holders of the Public Shares from a financial point of view. |
37.9 |
The Company will not effectuate
a Business Combination with another “blank cheque” company or a similar company with nominal operations. |
37.10 |
Immediately after the Company’s
IPO, that amount of the proceeds received by the Company in or in connection with the IPO (including proceeds of any exercise of
the underwriter’s over-allotment option and any proceeds from the simultaneous private placement of like units comprising like
securities to those included in the IPO by the Company) as is described in the Company’s registration statement on Form S-1
filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited in the Trust Account shall
be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination or otherwise in accordance
with this Article 37. Neither the Company nor any officer, director or employee of the Company will disburse any of the proceeds
held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption Event or in payment of
the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance with this Article
37, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned on the Trust Account
(as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s tax obligations. |
37.11 |
In the event the directors
of the Company propose any amendment to Article 37 or to any of the other rights of the Shares as set out at Article 2.5 prior to,
but not for the purposes of approving or in conjunction with the consummation of, a Business Combination that would affect the substance
or timing of the Company’s obligations as described in this Article 37 to pay or to offer to pay the Per-Share Redemption Price
to any holder of the Public Shares (an Amendment) and such Amendment is duly approved by a Special Resolution of the Members
(an Approved Amendment), the Company will offer to redeem the Public Shares of any Member for cash, on a pro rata basis,
at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption Event), provided however
that the Company shall not redeem those Shares held by the Initial Shareholders or their Affiliates or the directors or officers
of the Company pursuant to such offer, whether or not such holders accept such offer. |
38.1 |
Each Tax Filing Authorised
Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms
SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal
governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the
Company and such other tax forms as may be approved from time to time by any director or officer of the Company. The Company further
ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles. |
39 |
Business Opportunities |
39.1 |
In recognition and anticipation
of the facts that: (a) directors and Officers of the Company may serve as directors and/or officers of other entities which engage
in the same or similar activities or related lines of business as those in which the Company engages; (b) directors, managers, officers,
members, partners, managing members, employees and/or agents of one or more members of the Sponsor Group (each of the foregoing,
a Sponsor Group Related Person) may serve as directors and/or officers of the Company; and (c) the Sponsor Group engages,
and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly
or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly
or indirectly, may engage, the provisions under this heading “Business Opportunities” are set forth to regulate and define
the conduct of certain affairs of the Company as they may involve the Sponsor Group and the Sponsor Group Related Persons, and the
powers, rights, duties and liabilities of the Company and its directors, Officers and Members in connection therewith. |
39.2 |
To the fullest extent permitted
by Applicable Law, the directors and Officers of the Company, the Sponsor Group and the Sponsor Group Related Persons (each of the
foregoing, a Relevant Person) shall have no duty, except and to the extent expressly assumed by contract, to refrain from
engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent
permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for either a Relevant Person, on the
one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable
Law, a Relevant Person shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be
liable to the Company or its Members for breach of any fiduciary duty as a Member, director and/or Officer of the Company solely
by reason of the fact that such Relevant Person pursues or acquires such corporate opportunity for itself, himself or herself, directs
such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company,
unless such opportunity is expressly offered to such Relevant Person solely in their capacity as a director or Officer of the Company
and the opportunity is one the Company is permitted to complete on a reasonable basis. |
39.3 |
Except as provided elsewhere
in the Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to
participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and a Relevant Person,
about which a director and/or officer of the Company who is also a Relevant Person acquires knowledge unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one
that the Company are legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue. |
39.4 |
To the extent a court might
hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty
to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and
causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions
of this Article apply equally to activities conducted in the future and that have been conducted in the past. |
Exhibit 10.1
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of June 7, 2024, to the Investment Management Trust Agreement
(as defined below) is made by and between Technology & Telecommunication Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein
shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of February 8, 2022 (as amended on by Amendment
No. 1 thereto, the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at an Extraordinary General Meeting of the Company held on June 7, 2024 (the “Extraordinary General Meeting”),
the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated articles of association (the
“A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination
on a month-to-month basis (each a “Monthly Extension”) beginning on May 20, 2024 until January 20, 2025 (i.e., for
up to a period of time ending thirty-six (36) months after the consummation of its initial public offering); and (ii) a proposal to amend
the Trust Agreement requiring the Company to deposit into the Trust Account, for each Monthly Extension that is exercised, the lesser
of (a) $60,000 and (b) $0.02 for each Ordinary share that remains issued and outstanding after taking into account any redemptions in
connection with the solicitation of such shareholder approval at the Extraordinary General Meeting (such amount, the “Monthly
Extension Amount”); and
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee by (A) the date that is 18 months
after the closing of the IPO (“Closing”), or (B) if the President, Chief Executive Officer or Chairman of the Board
extends the time to complete a Business Combination by one (1) month, the date that is 27 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 26 months after the Closing, or
(C) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination by
an additional 1-month period, the date that is 28 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 27 months after the Closing, or (D) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
29 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 28 months after the Closing; or (E) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 30 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 29 months after the Closing;
or (F) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination
by an additional 1-month period, the date that is 31 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 30 months after the Closing; or (G) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
32 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 31months after the Closing; or (H) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 33 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 32 months after the Closing;
or (I) if the President, Chief Executive Officer or Chairman of the Board further extends the time to complete a Business Combination
by an additional 1-month period, the date that is 34 months after the Closing, provided that the Company deposits the Monthly Extension
Amount into the Trust Account on or prior to the date that is 33 months after the Closing; or (J) if the President, Chief Executive Officer
or Chairman of the Board further extends the time to complete a Business Combination by an additional 1-month period, the date that is
35 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the
date that is 34 months after the Closing; or (J) if the President, Chief Executive Officer or Chairman of the Board further extends the
time to complete a Business Combination by an additional 1-month period, the date that is 36 months after the Closing, provided that
the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 35 months after the Closing;
but if the Company has not completed a Business Combination within the applicable monthly anniversary of the Closing (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record
as of the Last Date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to
Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until seven (7) months following the date the
Property has been distributed to the Public Shareholders. As an example, if during the 30 month after the Closing, the Company does not
deposit the Monthly Extension Amount into the Trust Account by the last day of the 30th month, then the Last Date shall be
the last day of the 30th month.
3.
Amendments to Definitions. (i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them
in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust
Agreement” shall mean that certain Investment Management Trust Agreement, dated February 8, 2022, by and between Technology
& Telecommunication Acquisition Corporation and Continental Stock Transfer & Trust Company, as amended from time to time.”;
and
(ii)
The term “Property” shall be deemed to include any Monthly Extension Amount paid to the Trust Account in accordance
with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
4.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
5.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
6.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.
7.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
By: |
/s/ Francis Wolf |
|
Name: |
Francis
Wolf |
|
Title: |
Vice
President |
|
TECHNOLOGY
& TELECOMMUNICATION ACQUISITION CORPORATION
By: |
/s/
Tek Che |
|
Name: |
Tek
Che Ng |
|
Title: |
Chief
Executive Officer |
|
v3.24.1.1.u2
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NASDAQ
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